Gas Natural SDG : Isidro Fainé chairs his first Gas Natural Fenosa Ordinary Shareholder’s Meeting

• The Annual General Meeting approved a total cash dividend of one euro per share from the 2016 result, which will amount to a payment of 1.001 billion euros and a payout of 74.3%.

• President Isidro Fainé and Chief Executive Rafael Villaseca presented the shareholders with last year's results, which met the objectives set in the 2016-2018
  Strategic Plan despite a demanding macroeconomic and energy environment.

• The shareholders approved of GAS NATURAL FENOSA's management in 2016, a year marked by the incoming of a new President, Isidro Fainé, and a change in to company's shareholder structure with Global Infrastructure Partners (GIP) acquiring a 20% capital stake.

• President Isidro Fainé publicly thanked recently deceased Salvador Gabarró for his work and dedication, and for his contribution to the international growth and consolidation of GAS NATURAL FENOSA.

• The Annual General Meeting confirmed the following new members to the Board of Directors: Marcelino Armenter, Mario Armero, Alejandro García-Bragado, Josu Jon Imaz, Rajaram Rao and William A. Woodburn. It also approved the re-election of Enrique Alcántara-García Irazoqui and Luis Suárez de Lezo as directors.

Today, GAS NATURAL FENOSA President Isidro Fainé chaired his first Ordinary Shareholder's Meeting since being appointed in September; the meeting was held today in Barcelona.

The Ordinary Shareholder's Meeting approved a total payout to shareholders from the 2016 result of 1.001 billion euros, as established in the new remuneration policy included in the company's Strategic Plan. This figure results in a cash payment of one euro per share.

The company will pay out a complementary dividend on 27 June (0.67 euros per share), meaning that the payout, or the proportion of net profit allocated to shareholder remuneration, will stand at 74.3%. As stated in its new remuneration policy, in September the company advanced an interim dividend cash payment for 2016 (€0.33/share).

During his presentation to shareholders, Isidro Fainé stressed that, despite complex circumstances, in 2016 the company earned a net profit of 1.347 billion euros, in line with the targets set in the 2016-2018 Strategic Plan.

The EBITDA for last year stood at 4.970 billion euros, while net investments increased by 56% to 2.225 billion. The company's strict financial policy meant that debt stood at 44.8% at the end of the financial year.

The company president highlighted that 'despite a complicated scenario, these results prove the strength of our business model: integrated in gas and electricity, and with a balance between business from Spain and the rest of the world, and between regulated and liberalised business.'

Meanwhile, Executive Director Rafael Villaseca highlighted the company's financial and business performance in recent years, which was above the average for comparable companies in Europe, and noted the progress being made to continue optimising the company's financial structure. GAS NATURAL FENOSA recently issued new seven-year bonds for 1 billion euros in March of this year, as well as 10-year bonds in January 2017, both with historically low coupons rates (1.125% ad 1.375%, respectively).

Rafael Villaseca explained to the shareholders that the results meet the targets in the Strategic Plan and comply with the company's balanced profile which, at the end of the financial year, obtained 75% of its EBITDA primarily from regulated activities gas and electricity distribution, and the remaining 25% from liberalised power generation and natural gas marketing activities.

'GAS NATURAL FENOSA is in an excellent position to capture international growth thanks to its diversified presence, which offers greater exposure to opportunities in the gas wholesale business and new emerging markets,' said the Chief Executive.

Shareholder structure evolves in 2016

Last September Global Infrastructure Partners (GIP) became a GAS NATURAL FENOSA shareholder after purchasing a 20% capital stake from the company's two main shareholders, Criteria Caixa and Repsol, in equal parts. GIP's investment in the power company is in line with its strategy to support companies that lead their markets, hold quality assets and offer shareholders stable profitability.

Following the entry of the new shareholder, the GAS NATURAL FENOSA Board of Directors now comprises four members from Criteria Caixa, three from Repsol, three from GIP, an Executive Director and six independent directors.

Compliance with the dividend policy for 2016-2018

Last year the company presented its new shareholder remuneration policy, approved by the AGM last year, which included increasing the payout to 70% and remunerating shareholders with a minimum dividend of one euro per share. As Rafael Villaseca said to the shareholders, this payout percentage is above the average for comparable companies, which stands at 64%.

Thus, the Annual General Meeting approved a total cash dividend of one euro per share charged to the 2016 result, which results in a payout of 74.3% and a disbursement of 1.001 billion euros. To comply with its new remuneration policy, the company advanced an interim dividend cash payment (€0.33/share) in September.

The value of company shares was especially noteworthy for its total profitability in 2016. The company chaired by Isidro Fainé recorded a 2.26% increase in total profitability (revaluation of listing price plus dividend) compared to a total loss in profitability of over 6% for other European utility companies.

Energía en Acción: the GAS NATURAL FENOSA shareholder's club

The power company took advantage of the Annual General Meeting to announce the launch of Energía en Acción, the GAS NATURAL FENOSA shareholder's club, created as an exclusive meeting point for minority investors.

The company's shareholder's club, which has an exclusive online space atwww.energiaenaccion.gasnaturalfenosa.com, aims to maintain an active relationship with its shareholders and to generate loyalty with initiatives and services of interest, as well as specialised information on both the company and the energy sector.

Energy vulnerability and commitment to society

During their presentations to shareholders, the President and Executive Director explained the company's commitment to society in different areas. Isidro Fainé explained that the company is still aware of the need to serve the most vulnerable groups, and that years ago it decided to develop a policy of agreements with different governments to establish reasonable coverage for all vulnerable customers.

While the governments involved work on a common regulation, at the beginning of this year GAS NATURAL FENOSA extended its package of measures to meet the needs of vulnerable customers in Spain and collaborate with the third sector. With this new initiative, which adds to the measures the company already had in place and will entail an annual investment of 4.5 million euros, the GAS NATURAL FENOSA Foundation will play a major role in giving more weight to social initiatives, particularly those related to energy vulnerability.

The company has also recently developed a Sustainability Master Plan, tied to its Strategic Plan, in order to ensure that GAS NATURAL FENOSA continues to promote its business internationally in an economically, socially and environmentally sustainable way.

Rafael Villaseca highlighted the important contribution made by the company to the regions in which it operates, through the creation of direct and indirect jobs and through its fiscal contribution. GAS NATURAL FENOSA closed 2016 with a workforce of around 18,000 employees, and signed contracts for a total of 3.599 billion euros with over 12,000 suppliers worldwide. Its fiscal contribution amounted to 3.419 billion euros in 2016, 2.3 billion euros of which in Spain.

Annual General Meeting agreements

The GAS NATURAL FENOSA Annual General Meeting voted to approve the annual accounts and the management report for 2016, among other resolutions. The Meeting also agreed to appoint PWC as accounts auditor for the company and its consolidated group for 2017, and Ernst&Young for 2018, 2019 and 2020.

The Meeting approved the re-election of Enrique Alcántara-García Irazoqui and Luis Suárez de Lezo as directors. It also confirmed the appointment of Marcelino Armenter (representing Criteria Caixa), Mario Armero (representing GIP), Alejandro García-Bragado (representing Criteria Caixa), Josu Jon Imaz (representing Repsol), Rajaram Rao (representing GIP) and William A. Woodburn (representing GIP).

The Annual General Meeting was attended by around 800 people, including shareholders and guests, and reached a quorum of 82%.

Barcelona, 20 April 2017.

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