In accordance with the provisions of Article 227 of Law 6/2023, of March 17, of the Securities Markets and Investment Services Law, and concordant provisions, Enagás,
S.A. announces the following:
The Enagás, S.A. General Shareholders' Meeting held on 26 March 2025 approved all the proposed resolutions laid by the Board of Directors.
The General Shareholders' Meeting has re-elected for the statutory period of four years Mr. Antonio Llardén Carratalá, classified as Other External Director, Mr. Arturo Gonzalo Aizpiri, classified as Executive Director, Ms. Ana Palacio Vallelersundi, who will henceforth be classified as Other External Director, Ms. María Teresa Arcos Sánchez, classified as Independent Director, Ms. Clara Belén García Fernández-Muro, classified as Independent Director, and Mr. Manuel Gabriel González Ramos, classified as Independent Director, and appointed for the statutory four-year term Mr. Vicente Pedret Clemente, who will be classified as Independent Director.
The number of Directors remains at fifteen, with the percentage of Independent Directors at 66.66% (10 out of 15), and the percentage of female directors remains at 40% (6 out of 15). Thus, the Board of Directors complies with all the recommendations regarding size and composition currently established by the Good Governance Code for Listed Companies of the CNMV, as well as with the provisions of Organic Law 2/2024 of 1 August on gender parity and balanced representation of women and men.
QUORUM
The Ordinary General Meeting of Enagás, S.A., held on 26 March 2026 at the adjourned date and time specified in the Notice of Meeting, was constituted with the following quorum:
Share capital | 392,985,111 |
Eligible shares | 261,990,074 |
Shareholders | Number of shareholders | Number of shares | % of total share Capital |
1. Present: | 3,490 | 23,265,315 | 8.880% |
1.1 Telematic attendance | 2 | 15,995 | 0.006% |
1.2 Attending in person | 140 | 695,221 | 0.265%% |
1.3 Attending using | 3,348 | 22,554,099 | 8.609% |
remote means | |||
2. Represented by | 5,851 | 78,787,527 | 30.073% |
TOTAL | 9,341 | 102,052,842 | 38.953% |
All resolutions on the agenda were ratified at the General Meeting. The resolutions adopted and the results of voting for each are hereby made available, in accordance with Article 525.2 of the Consolidated Text of the Corporate Enterprises Act, and are as follows:
RESOLUTION 1º
"To approve the Annual Accounts (Balance Sheet, Income Statement, Statement of Changes in Equity, Cash Flow-Statement and Notes) and Management Report (which includes the Consolidated Non-Financial Information Statement and Sustainability Information Statement) of Enagás S.A. and its Consolidated Group for the financial year starting on January 1 and closing on December 31 2025."
The resolution carried. The results of the vote were as follows:For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes cast |
100,671,254 | 98.647 | 245,330 | 0.240 | 1,136,258 | 1.113 | 102,052,842 |
RESOLUTION 2º
"To approve the Consolidated Non-Financial Information Statement (and Sustainability Information Statement) included in the Enagás Group Management Report for financial year 2025".
The resolution carried. The results of the vote were as follows:For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes cast |
100,670,954 | 98.645 | 218,941 | 0.215 | 1,162,947 | 1.140 | 102,052,842 |
RESOLUTION 3º
"To approve the allocation of Enagás, S.A.'s profits for the 2025 financial year, which amounted to net profit of 269,619,913.67 euros, in line with the following distribution proposal prepared by the Board of Directors:
Payment of a dividend which was already wholly paid as an interim dividend by virtue of the Board of Directors' resolution of November 17, 2025, which is ratified for all that may be necessary, paid to shareholders on December 23, 2025, and which amounted to 0.400 euros gross per entitled share, making a total of 104,003,910.40 euros;
Payment of a final dividend of 0.600 euros gross per entitled share; the applicable taxes will be deducted from this amount. The total amount to be distributed for the whole of the 261,990,074 shares issued at this date would amount to 157,194,044.40 euros.
Allocation to voluntary reserves in the amount of 8,421,958.87 euros.
The final dividend will be paid on July 2, 2026.
The following table summarises the distribution of profit:
Distribution | Euros |
To dividends: | |
Interim dividend | 104,003,910.40 |
Final dividend | 157,194,044.40 |
Voluntary reserve | 8,421,958.87 |
Total results | 269,619,913.67 |
For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes cast |
99,860,688 | 97.852 | 1,142,589 | 1.120 | 1,049,565 | 1.028 | 102,052,842 |
RESOLUTION 4
"To approve the performance of the Board of Directors of Enagás, S.A. in the 2025
financial year".
The resolution carried. The results of the vote were as follows:For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes cast |
99,915,330 | 97.905 | 509,154 | 0.499 | 1,628,358 | 1.596 | 102,052,842 |
RESOLUTION 5º
"5.1 To re-elect Mr. Antonio Llardén Carratalá as an External Director for a four-year period as per the articles of association.
The resolution carried. The results of the vote were as follows:For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes cast |
95,321,672 | 93.404 | 5,035,059 | 4.934 | 1,696,111 | 1.662 | 102,052,842 |
To re-elect Mr. Arturo Gonzalo Aizpiri as an Executive Director for a four-year period as per the articles of association.
The resolution carried. The results of the vote were as follows:For
Against
Abstention
Total
Nº of votes
%
Nº of votes
%
Nº of votes
%
Votes cast
98,647,370
96.663
1,667,121
1.634
1,738,351
1.703
102,052,842
To re-elect Ms. Ana Palacio Vallelersundi, who will become another External Director for a four-year period as per the articles of association.
The resolution carried. The results of the vote were as follows:For
Against
Abstention
Total
Nº of votes
%
Nº of votes
%
Nº of votes
%
Votes cast
88,191,522
86.418
12,179,295
11.934
1,682,025
1.648
102,052,842
To re-elect Ms. María Teresa Costa Campi as an Independent Director for a four-year period as per the articles of association.
The resolution carried. The results of the vote were as follows:For
Against
Abstention
Total
Nº of votes
%
Nº of votes
%
Nº of votes
%
Votes cast
97,151,620
95.198
3,160,050
3.096
1,741,172
1.706
102,052,842
To re-elect Ms. Clara Belén García Fernández-Muro as an Independent Director for a four-year period as per the articles of association.
The resolution carried. The results of the vote were as follows:For
Against
Abstention
Total
Nº of votes
%
Nº of votes
%
Nº of votes
%
Votes cast
98,588,336
96.606
1,655,736
1.622
1,808,770
1.772
102,052,842
To re-elect Mr. Manuel Gabriel González Ramos as an Independent Director for a four-year period as per the articles of association.
The resolution carried. The results of the vote were as follows:For
Against
Abstention
Total
Nº of votes
%
Nº of votes
%
Nº of votes
%
Votes cast
98,455,027
96.475
1,816,583
1.780
1,781,232
1.745
102,052,842
To re-elect Mr. Vicente Pedret Clemente as an Independent Director for a four-year period as per the articles of association.
The resolution carried. The results of the vote were as follows:For
Against
Abstention
Total
Nº of votes
%
Nº of votes
%
Nº of votes
%
Votes cast
98,360,707
96.382
1,944,263
1.905
1,747,872
1.713
102,052,842
To maintain the number of members of the Board of Directors at fifteen".
For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes cast |
99,614,657 | 97.611 | 1,019,208 | 0.999 | 1,418,977 | 1.390 | 102,052,842 |
RESOLUTION 6º
"Delegate to the Board of Directors of the Company, with express powers of substitution, under the provisions of articles 401 et seq. of the Corporate Enterprises Act (LSC, in its initials in Spanish) and 319 of the Regulations of the Commercial Registry, the power to issue fixed-income securities or debt instruments of a similar nature in accordance with the terms and conditions specified below:
Securities included in the issue
The negotiable securities referred to in this delegated power may be debentures, bonds and other fixed-income securities or debt instruments of a similar nature in any of the forms permitted by law. This delegated authority may also be used to issue promissory notes, preferred shares and other securities of a similar nature, by this or another name (the "Securities"). The delegated authority includes the power to establish and/or renew programmes for the continuous or open-ended issuing of debentures, bonds, promissory notes, European Commercial Paper, Euro Medium Term Notes and any other fixed-income securities of a similar nature, by this or any other name.
Term
The Securities may be issued one or more times, at any time, within a maximum period of five (5) years, which shall begin to count from the date when this resolution is passed, at the end of which it shall be cancelled due to expiry insofar as it has not been exercised.
Maximum amount covered by the delegated powers
The maximum aggregate amount of the issue(s) of Securities that may be made under this delegated authority may not exceed a maximum amount of five billion euros (5,000,000,000 euros) or its equivalent in another currency. For the sake of clarification, the outstanding balance of the Securities issued at any given time will be computed for the purposes of calculating the above limit. In addition, for the purposes of calculating the amount of the issue covered by the delegated authority, the amount of fixed income issues outstanding on the date this resolution is passed will not be taken into account.
Scope of the delegated powers
It shall be the responsibility of the Board of Directors to determine the terms and conditions for each issue, including, but not limited to:
Its amount (respecting the applicable quantitative limits).
The place of issue - national or foreign - and the currency and, if it is foreign, its equivalent in euros.
The type of security and the name, whether they are bonds or debentures -including subordinated bonds -, promissory notes or other fixed-income securities of a similar nature, or any other permitted by law.
The date or dates of issue.
The number of securities and their nominal value.
The interest rate, dates and procedures for payment of the coupon, including the possibility of remuneration referenced to the evolution of the Company's share price or any other indices or parameters.
Whether they are perpetual or redeemable and, in the latter case, the term and arrangements for redemption and the expiry date or dates.
Anti-dilution mechanisms and clauses, if applicable.
The priority regime or subordination clauses, if applicable.
The type of redemption, premiums and batches.
The issue guarantees, if applicable.
The form of representation, by means of securities or book entries or any other arrangement permitted by law.
The subscription rules for securities.
The applicable law.
Where appropriate, to appoint the Commissioner and approve the fundamental rules that must govern the legal relations between the Company and the Syndicate of holders of the securities to be issued.
In the case of issue programmes, the maximum total amount of the programme(s), the maximum and minimum nominal amounts of the securities to be issued, the procedure or system for issuing and allocating them and, in general, any other aspect or condition of the issuers or programmes, including their subsequent amendment.
Carrying out any necessary procedures, in accordance with the applicable securities market regulations, for the execution of the specific issues agreed under this delegated authority.
The delegated authority also includes the vesting in the board of directors of the power to decide, in each case, regarding the conditions of redemption of the fixed-income securities issued using this authorisation, with the discretion to use to the applicable extent the means of collection referred to in article 430 of the Corporate Enterprises Act or any others that may be applicable. In addition, the Board of Directors is empowered to change the conditions of the securities issued, as well as the redemptions of the fixed-income securities issued and their respective term and interest rate when it deems it appropriate, subject to the obtaining of the necessary official authorisations and, where appropriate, to the agreement of the Meetings of the corresponding Syndicates or representative bodies of the security holders. which, where appropriate, accrue those included in each of the issues made under this authorisation.
Security issues guarantee of affiliate companies
The Board of Directors is likewise empowered, for a period of five (5) years, to guarantee on behalf of the Company, within the limits indicated above, the new issues of securities that, during the term of validity of this resolution, may be carried out by the Company's subsidiary companies.
Admission to trading
The Board of Directors is delegated the power to request admission to trading on regulated or non-regulated markets, official or unofficial secondary markets, whether organised or not, national or foreign multilateral trading facilities, of the Securities issued in the exercise of this delegated authority, and the Board of Directors is empowered, with express authorisation of substitution in favour of the Chairman of the Board of Directors, the Chief Executive Officer and the Secretary, to carry out the necessary procedures and actions viz-a-viz the competent bodies of the national or foreign securities markets for admission to trading. It is authorised, under the same terms and where appropriate, to request exclusion from trading of the Securities issued by the Company in the exercise of this resolution. In any case, the said exclusion shall be implemented in accordance with the legal regulations in force.
Delegation of powers
Without prejudice to the delegations of specific powers contained in the previous sections (which must be understood to have been granted with express powers of substitution by the bodies and persons detailed herein), it is resolved to empower the Board of Directors, to the full extent required by law and with express powers of substitution by the members of the Board that it deems appropriate, including the Secretary of the Board, or third parties when so agreed so that any of them, interchangeably and with their signature only, may request as many authorisations and pass as many resolutions as may be necessary or appropriate in order to comply
with the legal regulations in force, the execution and effective completion of this resolution, including the performance of any procedures, the signing of any public or private documents, payment agency contracts, placement, underwriting, calculation and others necessary for a securities issue of these characteristics, as well as prospectuses or equivalent documents that may be necessary in the use of the power delegated by this resolution.
With the passing of this resolution, the authorisation granted to the Board of Directors approved under item 8 of the Agenda of the Shareholders General Meeting of the Company held on May 27, 2021 is rendered null and void in the unused part."
The resolution carried. The results of the vote were as follows:For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes cast |
96,845,593 | 94.898 | 3,737,399 | 3.662 | 1,469,850 | 1.440 | 102,052,842 |
RESOLUTION 7º
Delegate to the Board of Directors of the Company, with express powers of substitution, under the provisions of articles 297.1.b), 401 et seq., 417 and 511 of the LSC and 319 of the Regulations of the Commercial Registry, the power to issue fixed-income securities or debt instruments of a similar nature in accordance with the terms and conditions specified below:
Securities included in the issue
The securities referred to in this delegated power may be bonds, bonds exchangeable for shares of the Company or of any other company, whether or not it belongs to its Group, and/or convertible into Company shares, and other fixed-income securities or debt instruments of a similar nature in any of the forms permitted by law, including, but not limited to, bonds, promissory notes, preferred shares or warrants or other similar securities, which may entitle the holder, directly or indirectly, to the subscription or acquisition of Company shares, or of any other company, which does not belong to its Group.
Term
The issue of the securities may be made one or more times, at any time, within a maximum period of five (5) years from the date when this resolution is passed.
Maximum amount covered by the delegated powers
The maximum total amount of the issue(s) of securities shall be one billion (1,000,000,000) euros or its equivalent in another currency. For the purposes of calculating the above limit, issues made under the delegated power contained in Item 6 of the Agenda will not be taken into account for these purposes. In the case of warrants, the sum of the premiums and exercise prices of the warrants of the issues agreed under this delegation will be taken into account.
Scope of the delegated powers
It shall be the responsibility of the Board of Directors to determine the terms and conditions
for each issue, including but not limited to:
Its amount (respecting the applicable quantitative limits).
The place of issue - national or foreign - and the currency and, if it is foreign, its equivalent in euros.
The type of security and name, whether bonds or debentures (including subordinated or other fixed-income securities of a similar nature), or any other type permitted by law, which may be fully or partially exchangeable or convertible (necessarily and/or voluntarily and, in the latter case, at the option of the holder and/or the issuer) for outstanding or newly issued shares of the Company or other pre-existing securities of other entities, or incorporate a call option right.
The date or dates of issue.
The number of securities and their nominal value, which shall not be less than the nominal value of the shares.
The interest rate, dates and procedures for payment of the coupon, including the possibility of remuneration referenced to the evolution of the Company's share price or any other indices or parameters.
Whether they are perpetual or redeemable and, in the latter case, the term and arrangements for redemption and the expiry date or dates.
Their convertible and/or exchangeable nature, as well as the possibility of agreeing to the conversion or exchange or redeeming all or part of the issue in cash at
any time.
Anti-dilution mechanisms and clauses.
The priority regime or subordination clauses, if applicable.
The type of redemption, premiums and batches
The issue guarantees, if applicable.
The form of representation, by means of securities or book entries or any other arrangement permitted by law.
The rules for exercising or excluding the pre-emptive subscription right with respect to shareholders and, in general, the rules for the subscription and payment of securities.
The provision for incomplete subscription of the issue.
The applicable law.
Carrying out any necessary procedures, in accordance with the applicable securities market regulations, for the execution of the specific issues agreed under this delegated authority.
Where appropriate, to appoint the Commissioner and approve the fundamental rules that must govern the legal relations between the Company and the Syndicate of holders of the securities to be issued.
The delegated authority also includes the vesting in the board of directors of the power to decide, in each case, regarding the conditions of redemption of the fixed-
income securities issued using this authorisation, with the discretion to use to the applicable extent the means of collection referred to in article 430 of the Corporate Enterprises Act or any others that may be applicable. In addition, the Board of Directors is empowered to change the terms and conditions of the securities issued, as well as the redemptions of the fixed-income securities issued and their respective term and interest rate when it deems it appropriate, subject to the obtaining of the necessary official authorisations and, where appropriate, to the agreement of the Meetings of the corresponding Syndicates or representative bodies of the security holders. which, where appropriate, accrue those included in each of the issues made under this authorisation.
Conversion rules and arrangements
In the case of issues of fixed-income securities convertible into shares of the Company carried out in accordance with the previous sections and for the purposes of determining the terms, conditions and arrangements of the conversion, it is agreed to establish the following criteria:
The securities issued pursuant to this resolution may be convertible and/or exchangeable, in whole or in part, into newly issued shares of the Company or exchangeable for extant shares of the Company, ordinary shares of any kind, in accordance with a fixed (determined or determinable) or variable conversion and/or exchange ratio; the Board of Directors is empowered to decide whether they are necessarily or voluntarily convertible and/or exchangeable, and if so, voluntarily, at the option of their holders or of the Company, with the periodicity and for the period established in the issue agreement and which may not exceed thirty (30) years from the corresponding date of issue. The Board of Directors may establish that the Company reserves the right to choose, at any time, between conversion into new Company shares or the delivery of existing Company shares, specifying the nature of the shares to be delivered at the time of conversion, and may even choose to deliver a combination of newly issued Company shares with pre-existing shares, always respecting equal treatment among all holders of securities that convert on the same date. The Company may also choose to pay an amount in cash in lieu of its obligation to deliver shares, in whole or in part.
If the conversion and/or exchange ratio for Company shares is fixed, the convertible and/or exchangeable debentures or bonds will be valued at their nominal amount and the shares at the fixed exchange rate determined in the resolution of the Board of Directors, or at the exchange rate determinable on the date or dates indicated in the resolution of the Board of Directors itself and based on the stock market value of the Company's shares on the date(s) or period(s) taken as a reference in the same resolution. In any case, the share price may not be lower than the arithmetic average of the closing prices, the weighted average price or other reference for the listing of the Company's shares on the Continuous Market during the period to be determined by the Board of Directors, which may not be longer than three (3) months or less than three (3) days prior to (i) the date of the meeting of the Board of Directors which, using this delegated power, approves the issue of the securities, or (ii) a specific date between the announcement of the issue and the date of disbursement of the securities by the subscribers (both inclusive). Furthermore, a premium or, where appropriate, a discount may be established on said price per share, although, in the event of a discount on the price per share, it may not exceed 25% of the value of the shares taken as a reference in accordance with the above provisions.
It may be agreed to issue the debentures or bonds with a variable conversion and/or exchange ratio. In this case, the price of the shares for the purposes of conversion and/or exchange shall be the arithmetic average of the closing prices, the weighted average price or other benchmark of the Company's shares on the
Continuous Market for a period to be determined by the Board of Directors, not exceeding three (3) months and not less than three (3) days prior to the date of conversion and/or exchange, with a premium or, where appropriate, a discount on said price per share. The premium or discount may be different for each conversion and/or exchange date of each issue (or, where appropriate, each tranche of an issue), although in the event of a discount on the price per share, it may not exceed 25%. Notwithstanding the foregoing, under the terms decided by the Board, a minimum and/or maximum reference price of the shares may be established as limits for the purposes of their conversion and/or exchange.
When conversion applies, the fractions of the share that may be delivered to the holder of the securities shall be rounded up in the manner determined by the Board of Directors and each holder may receive in cash, if so established by the Board of Directors, in the event of rounding by default, the difference that may occur in such a case.
In no case may the value of the share for the purposes of the ratio of conversion of the debentures to shares be less than its nominal value. Furthermore, in accordance with the provisions of article 415 of the LSC, bonds may not be converted into shares when the nominal value of the former is lower than that of the latter.
When approving an issue of convertible and/or exchangeable debentures or bonds under the authorisation contained in this resolution, the Board of Directors shall issue a report developing and specifying, based on the criteria described above, the terms, conditions and arrangements of the conversion specifically applicable to the aforementioned issue. This report shall be accompanied by the corresponding auditor's report referred to in article 414.2 of the LSC.
The Board of Directors is delegated the power to develop and specify the terms, conditions and arrangements of the conversion and/or exchange established above and, in particular, to determine the time of the conversion and/or exchange, which may be limited to a period fixed in advance, the ownership of the right of conversion and/or exchange, which may for the Company itself or the holders of debentures and/or bonds, the form in which the bondholders will be compensated (which may be through conversion, exchange, delivery of an amount in cash or a combination of any of the above or even a mandatory conversion, for the specific determination of which the Board will be free to choose what it determines most appropriate, including at the time of execution) and, in general, any other elements or conditions that may be necessary or convenient to establish for each issue.
Terms, conditions and arrangements for exercising warrants and other similar securities
In the case of warrants issues, the following shall apply:
In the case of warrant issues, to which the provisions of the LSC for convertible debentures shall be applied by analogy, to determine the terms, conditions and arrangements for exercising them, the Board of Directors is empowered to determine, in the broadest terms, the criteria applicable to the exercise of the subscription or acquisition rights of Company shares or of shares of another company, whether or not it is a part of the Group, or a combination of any of them, derived from the securities of this class that are issued under the delegated power granted herein, applying in relation to such issues the criteria established in section 5 above, with such adaptations as may be necessary in order to make them compatible with the legal and financial rules that apply to this type of security.
The above criteria shall apply, mutatis mutandi and to the extent applicable, in relation to the issue of fixed-income securities (or warrants) exchangeable into shares of other companies.
Capital increase
The Board of Directors is delegated the power to increase the capital by issuing new ordinary shares in the amount necessary to meet the requests for conversion of the convertible securities issued under this resolution. This power is expressly conditional on the total of the share capital increases agreed by the Board of Directors, counting both those that are agreed in the exercise of the powers now delegated and those that may be agreed in accordance with other authorisations of the Meeting, not exceeding the limit of half of the current share capital provided for in article 297.1 b) in fine of the LSC, nor 10% of said total share capital in the event that the issuance of the convertible securities excludes the shareholders' pre-emptive subscription rights. This authorisation to increase the capital includes the issue and circulation of the shares representing the capital on one or more occasions that are necessary to carry out the conversion, as well as the rewording of the article relating to the amount of the capital and, where appropriate, to cancel part of said capital increase if it is not necessary for the conversion into shares.
Exclusion of the right of pre-emption
The Board of Directors is expressly delegated, under Articles 417 and 511 of the LSC, the power to exclude, in whole or in part, the pre-emptive subscription right of shareholders in the issue of convertible debentures or bonds, warrants and other similar securities, which it may decide to carry out under this authorisation, when this is necessary or appropriate for the corporate interest. In any case, if it is decided to exercise the power conferred to eliminate the pre-emptive subscription right, the Council shall issue at the time of approving the issue and in accordance with the applicable regulations, a report detailing the specific reasons in the corporate interest that justify such measure, which shall be the subject of the relevant report of an independent expert in accordance with the provisions of Articles 414.2. 417.2 and 511 of the LSC.
Admission to trading
The Board of Directors is delegated the power to request admission to trading on regulated or non-regulated markets, official or unofficial secondary markets, whether organised or not, national or foreign multilateral trading facilities, of the Securities issued in the exercise of this delegated authority, and the Board of Directors is empowered, with express authorisation of substitution in favour of the Chairman of the Board of Directors, the Chief Executive Officer and the Secretary, to carry out the necessary procedures and actions viz-a-viz the competent bodies of the national or foreign securities markets for admission to trading.
It is expressly stated that, in the event of a subsequent request for exclusion from trading, this will be adopted with the same formalities as the application for admission, to the extent that they are applicable, and, in such a case, the interest of the shareholders or bondholders who oppose or do not vote on the resolution under the terms provided for in current law will be safeguarded. Furthermore, it is expressly stated that the Company is subject to the rules that exist or may be issued in the future in terms of the Stock Exchanges or the markets where the securities issued under this delegated power will be traded and, especially, with regard to contracting, permanence and exclusion from trading.
Guarantee of the issue of convertible and/or exchangeable fixed-income securities or warrants by Group companies.
The Board of Directors is also authorised to guarantee on behalf of the Company, within the limits set out above, the new issues of convertible and/or exchangeable fixed-income securities or warrants that, during the term of this resolutions, are carried out by subsidiaries.
Powers of delegation, substitution and granting of powers
Without prejudice to the delegations of specific powers contained in the previous sections (which must be understood to have been granted with express powers of substitution by the bodies and persons detailed herein), it is resolved to empower the Board of Directors, to the full extent required by law and with express powers of substitution by the members of the Board that it deems appropriate, including the Secretary of the Board, or third parties when so agreed so that any of them, interchangeably and with their signature only, may request as many authorisations and pass as many resolutions as may be necessary or appropriate in order to comply with the legal regulations in force, the execution and effective completion of this resolution, including the performance of any procedures, the signing of any public or private documents, payment agency contracts, placement, underwriting, calculation and others necessary for a securities issue of these characteristics, as well as prospectuses or equivalent documents that may be necessary in the use of the power delegated by this resolution.
Directors' report
In accordance with Articles 286, 297.1.b) and 511 of the LSC, the Board of Directors has made available to shareholders a report that sets out the rationale for this proposed resolution.
With the passing of this resolution, the authorisation granted to the Board of Directors approved under item 9 of the Agenda of the Shareholders General Meeting of the Company held on May 27, 2021 is rendered null and void.
The resolution carried. The results of the vote were as follows:For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes cast |
96,131,946 | 94.198 | 4,518,559 | 4.428 | 1,402,337 | 1.374 | 102,052,842 |
RESOLUTION 8º
"Approve the Annual Report on Directors' Remuneration, made available to shareholders, as established on Article 541 of the Consolidated Text of the Corporate Enterprises Act"
The agreement has been submitted as an advisory vote.
The resolution carried. The results of the vote were as follows:For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes cast |
83,265,975 | 81.592 | 3,535,610 | 3.464 | 15,251,257 | 14.944 | 102,052,842 |
RESOLUTION 9º
These draft resolutions were approved by the Board of Directors at its meeting on February 16, 2026.
The resolution carried. The results of the vote were as follows:For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes cast |
99,676,676 | 97.672 | 1,109,653 | 1.087 | 1,266,513 | 1.241 | 102,052,842 |
The Secretary to the Board of Directors.
Diego Trillo Ruiz
Enagás, S.A.
