2013 General Shareholders' Meeting

www.enagas.es

24 April 2013
2013 General Shareholders' Meeting
2012 Results
Key results drivers

2
1 Correct execution of the investment
Strict control over Plan and of core business acquisitions
operating expenses

3
Average cost of debt
lowest among
comparable companies

4
Cost efficiency

Operating expenses EBITDA

€Mn
€Mn
1,200 1,200
+5.5%
1,000 1,000

800
800
-1.8%
600 600

400 400

200 200

0 0
2011 2012 2011 2012

5
Net profit growth

€Mn
+4.1%
400

350

300

250

200

150

100

50
2011 2012

Initial guidance of flat growth surpassed 6

Dividend proposed at the General Meeting

+12,1%
€1.11/share
Payout
Payout 70%
65%

2011 2012

Comfortably surpassing the target of 8%

dividend growth 7
Investment and assets put into operation

Investment: Assets put into

€761 Mn operation: €994Mn

Annual targets surpassed

All-time record for assets put into operation
8
Investment milestones in 2012

Martorell-Hostalric
Yela storage facility Quintero LNG plant (Chile)
gas pipeline

Key to ensure
Acquisition of core business assets Significant strengthening of the
the security of the Spanish
with stable and recurring cash flows north-east Spanish axis
gas system

Consolidation of Enagás' status as TSO and sole transmission

company for the gas transmission trunk network 9
Financing

Net Debt at 31 Dec Debt and liquidity figures

Net debt/EBITDA 3.8x

€3.59 Bn
€3.44 Mn Fixed/Floating 82%/18%

Average life of debt 6.5 years

Ratings
BBB/A-
(S&P/Fitch)

2011 2012
Liquidity €2.23 Mn

New €750Mn bond issue, with a five-year maturity

10
Innovation and energy efficiency

Huelva Almendralejo Zaragoza (DPC)

Regasification Plant Compressor Station Data Processing Centre

European leader
System for recovering energy
the heat recovery project in terms both
from the cooling process
of security and energy efficiency.

The energy efficiency projects allow Enagás to generate the equivalent of 10%
of the consumption needs. This figure will reach 35% in 2015. 11
Share price performance in 2012

20.0%

Enagás: +13%
10.0%

0.0%
Ibex 35: -5%
-10.0%

-20.0%

-30.0%

-40.0%
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

Enagás was the top-performing energy company

on the Ibex 35 in 2012 12
2013 General Shareholders' Meeting
Introduction

40 years of history and 10 years

as a listed company

Sixth year of the global crisis

Meeting targets for the sixth consecutive year

Results for the first quarter of 2013

in line with annual targets
14
Share price performance in 2013

15%

Enagás: +12%
10%

5%

0%

Ibex 35: -4%

-5%
January February March

In 2013 Enagás is continuing to outperform the market and peers

15
Review of the 2007-2012 strategic plan
Investment

€Mn
1,000

900 Average investment

800 in Spain
700 and acquisitions
600 from third parties
500 2007-2012
400 ≈€750 Mn
300

200

100

0
2005 2006 2007 2008 2009 2010 2011 2012

Investment in Spain Investment in Spain Acquisitions from third parties

prior to Strategic Plan Strategic Plan 2007-2012

Investments in keeping with

Strong growth
the situation in the economy
in investment
and energy markets

17
Financing
Before the crisis Current situation
(31 Dec 2006) (31 Dec 2012)

36% 22%
49%
40%
64%
51%
38%

ICO+EIB Bank debt ICO+EIB Bank debt

Capital market

82% of debt at fixed rate

56% of debt at fixed rate

Diversified and balanced financing sources

Mainly bank financing

Ratings S&P/Fitch: BBB/A- (affected by the

Excellent ratings from S&P/Fitch: AA-/A+
rating for the Kingdom of Spain)

Liquidity: €417 Mn

Liquidity €2.23 Bn

Lowest average cost of debt among non-financial companies

on the Ibex 35 18
Efficiency Plan
Efficiency European leader: the lowest cost
Efficiency Plan 2008-2012
in terms of System Management

15% of reduction both in terms of

operation and maintenance Around 25% over the European peers
network costs average in terms of human resources
productivity

5% of reduction in energy
auto-consumption

Around 40% below European peers

(TSO's) in terms of total unit costs
Availability and operational safety
requirements

Efficiency as key factor for the competitiveness

19
Cost control and efficiency plan

CAGR EBITDA

1,200 Strict control over

+9% operating expenses
1,000

800 Efficiency Plan

implemented since 2008
600

400 Stepped up and expanded

until 2014
200

0
2006 2012

Leading the way in efficiency among European peers

20
Targets met since 2007: Net Profit

Net profit growth CAGR Net Profit

400
+10%
350
+9%

300

250

200

150

100
2007 2008 2009 2010 2011 2012 Target CAGR Actual CAGR
Target Actual 2007-2012 2007-2012

Adapting to the economic backdrop has enabled us to meet

our commitments to the markets 21
Targets met since 2007: Dividend

Increase in dividends Dividends paid

300 €1.2 Bn
X 2.4 1,200
250
1,000

200
800

150
600

100 400

50 200

0
0 2007 2008 2009 2010 2011 2012
2006 2012

The cumulative dividend yield

since 2007 is 28% 22
Ownership structure

Before the crisis Current situation

Sepi 5% Sepi 5%
BBK 5% BBK 5%
Oman Oil 5% Oman Oil 5%
Sagane 5%

Bancaja 5%

CAM 5% Free float

60% Free float
BP 5%
85%
Natural Gas 5%

Exit of
Larger presence of
institutional shareholders
institutional shareholders
due to the economic backdrop

23
Ownership structure: Location of shareholders

USA-Canada Continental
20% Europe 22%

United Kingdom
75% foreign share ownership
26%

Trust of foreign institutional

Spain 25%
shareholders in Enagás
Other 2%
and in Spain despite the economic crisis
Oman 5%

Fluid dialogue with markets

(over 350 meetings
with investors/analysts in 2012)

This high free float means the stock is one of the most
liquid on the Ibex 35 24
Progress in Corporate Governance
Reduction to 15 in the number of Directors
and a majority of independent Directors
Assignment of Corporate Governance and Corporate
Responsibility duties to the Appointments and Remunerations Committee

Electronic forum and voting

Chairing by and majority presence of Independent Directors on Committees

Percentage of women directors higher than the Ibex 35 average

Limit on presence of Directors on other Boards

Appointment and subsequent strengthening of the duties

of the Independent Leader Director

Vote at the GSM on the remuneration report

Internal procedure for the award of contracts to the external auditor

Appointment of the Chief Executive Officer, Marcelino Oreja 25

Growth in assets and workforce

Growth in gross property,

Workforce
plant and equipment

9,000 X2 1,200

8,000 1,150 +20%

7,000 1,100

6,000
1,050
5,000
1,000
4,000

3,000 950

2,000
900
1,000
850
0
2007 2008 2009 2010 2011 2012
2006 2012

Amid a severe economic crisis the company has doubled

in size and created jobs 26
New corporate structure

Strengthening of our organisational New holding company structure

structure so that we can employ for Enagás and accreditation by
best Corporate Governance practices the CNE and EU as TSO

Enagás, S.A.

100% 100% 100% 100%

Enagás Enagás Enagás

Enagás
Transporte, Internacional, Financiaciones,
GTS, S.A.U.
S.A.U. S.L.U. S.A.U.

27
Commitment to Corporate Social Responsibility

Among the world's top 100 most sustainable companies,

world leader of the utilities sector and number one
Spanish company according to the Global 100 index

Enagás is the only Spanish company

on the Vigeo World 120 index

In 2012 Enagás' management model was awarded

the Seal of European Excellence 500+ EFQM

Enagás is a member of the DJSI,

FTSE4Good, ETHIBEL, STOXX etc.

28
Natural gas demand

Growth in conventional demand Demand in 2012

TWh TWh
+1%
300
Absolute record 450
290 for conventional demand 400
280
+33%
350
270
300
-23%
260
250
250
200
240
150 +6%
230
100
220
50
210
0
200 2011 2012
2007 2008 2009 2010 2011 2012
Conventional Electricity generation
Exports and loading of tankers

Enagás' key role as a Technical Manager of the System

29
Share price performance since 2007

20%

10%
Enagás: +3%
0%

-10%

-20%

-30%

-40% Ibex 35: -44%

-50%

-60%

Our share price performance reflects the sustainable and steady growth
in our results and dividends in the period, along with our debt profile
30
The outlook for 2013-2015
1st cornerstone: To prioritise the core business: Regulated assets in Spain

Regulated assets in Spain

will remain the priority

Investment essential to cope

with peaks in demand

Regasification plants in Canary Isles essential

for energy security and to reduce CO2 emissions

Key role as Technical Manager of the

System, ensuring supply and competitiveness

Investment 2013-2015: €1.3Bn

32
 2nd cornerstone: Improvement of the shareholder remuneration policy

4th Improvement

% Payout 3rd Improvement

80%
2nd Improvement 75% Payout up to 75% in 2013
70%
1st Improvement 70%
65%
60% 60% 60% 60%
60%
52%
50% 50%
50%
Third consecutive increase
in payout since 2011
40%

30%

20%

10% Payout in line with

regulated European companies
0%
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Commitment of Board to shareholders

33
3rd cornerstone: Strengthen the company through opportunities for international growth

Enagás' strengths Investment criteria

Experience as TSO, 40 years managing

the Spanish gas system Core business activities

Extensive business know-how

Acceptable returns

Global specialists in regasification

Stable cash flows, keeping

debt within the established limits
Current position in growth markets
(Mexico and Chile) which are stable
from a regulatory standpoint

Search for partners with capabilities

that dovetail with those of Enagás
Financial strength

34
3rd cornerstone: Strengthen the company through opportunities for international growth

Strengthening the
Current situation
Company

40% Altamira regasification plant (Mexico)

Maintenance of know-how

Increase, rejuvenate
and improve technical
20% Quintero LNG regasification plant (Chile) skills of workforce

Increased growth
and value creation

35
4th cornerstone: Sustainability as a business driver

Operating excellence Values The environment

Strengthening of know-how
Strict security and environmental and commitment to ethical Energy efficiency and reduction
standards business practices in emissions of CO2

36
Targets for 2013-2015

A realistic investment plan which

Estimated investment: ~ €2.1Bn reflects the new environment

Sufficient resources at a good price A solid financial and

liquidity position
for all requirements over the period

Value creation through

CAGR Net Profit +4% operational efficiency and the
CAGR Dividend +6% Company's financial structure

Sustainable and sustained profit and dividend growth

37
2013 targets
Targets for 2013

Capex: €650Mn

Assets put into operation: €550Mn

EBITDA growth: +9%

Net profit growth: +5.5%

Dividend growth: +13% (payout: 75%)

% Average cost of net debt: ~ 3.25%

39
Spain and the European Union

We urgently need a clear roadmap from the European Union

to achieve fiscal and monetary union 40
Conclusions and proposals to the Meeting
Conclusions

Adapting to the economic backdrop has enabled

us to meet our commitments to the markets

A solid business model

Targets met for the sixth year running

Sustainable and steady profit and dividend growth

Commitment to all stakeholders

42
Proposals to the General Shareholders' Meeting

1. To examine and, if appropriate, approve the Annual Financial Statements for 2012
2. To approve, if applicable, the proposed distribution of Enagás, S.A’s profit for the financial year 2012
3. To approve, if appropriate, the performance of the Board of Directors of Enagás, S.A. in 2012
4. To re-appoint Deloitte S.L. as Auditor of Enagás, S.A. and its Consolidated Group for 2013
5. To ratify, appoint or re-elect members of the Board of Directors
6. To approve directors’ remuneration for 2013
7. To submit the annual report on directors' remuneration referred to in Article 61 ter of the Ley de Mercado de
Valores (Securities Market Act, "LMV") to advisory voting
8. Report not submitted to a vote concerning modifications to the "Rules and Regulations on the Organisation
and Functioning of the Board of Directors of Enagás, S.A." since the last General Shareholders' Meeting
9. To delegate powers to supplement, implement, perform, rectify and formalise the resolutions adopted at the
General Shareholders' Meeting

43
2013 General Shareholders' Meeting
www.enagas.es