The Naturgy Shareholders’ General Meeting of approved all items submitted to vote on the agenda with widespread support. These include the company launching of a voluntary and partial takeover bid to buy back its own shares. This is intended to raise the free float level on the stock exchange. The operation will be carried out at a price of €26.5 per share and is limited to 10% of the capital.
The takeover bid has the backing of Naturgy’s five key shareholders (Criteria, GIP, CVC, IFM and Sonatrach). In a second phase, Naturgy will return these shares to the market flexibly and at its discretion. Overall, more than 99% of the shareholders represented at the Meeting have supported the operation proposed by Naturgy with their vote.
The Meeting also approved the payment of a complementary dividend of €0.6 per share on 9 April against 2024 profit. This amount, together with the interim dividend paid during the rest of the year, totals a dividend of €1.6 per share, which represents an increase in shareholder remuneration of 14% over the previous year. An improvement that places the dividend yield offered by Naturgy as one of the most attractive in the sector.
In addition, the Meeting approved a change in the number of board members to 16, in compliance with the legal right to proportional representation of its shareholders. The change involves adding one proprietary director for each of its major shareholders, maintains the number of independent directors and progresses towards achieving parity objectives.
Changes to the board include the renewal of board members whose terms of office have expired: Isabel Estapé, for CriteriaCaixa; Raj Rao and Lucy Chadwick, for GIP/BlackRock; Javier de Jaime, for Rioja/CVC; and Helena Herrero, as independent director. The Meeting has also approved the appointment as new directors: María Isabel Gabarró for CriteriaCaixa; Martin Catchpole for GIP/BlackRock; Marta Martínez for Rioja/CVC; and Nicolás Villén for IFM.
Widespread support for Board of Directors management
Naturgy’s shareholders have also widely approved Group’s annual accounts in 2024 and management by the Board of Directors in a context marked by a particularly volatile energy scenario.
Naturgy Chairman & CEO, Francisco Reynés, focused his speech to shareholders on three pillars: results for the 2024 financial year, a review of the company transformation initiated in 2018, and the new 2025 strategic plan.
With regard to the results, he highlighted: “maintaining a historical level of performance in a less favourable, more volatile and challenging environment”.
On the transformation initiated in 2018, he emphasised “improvements in operational efficiency and reducing volatility, investment discipline, improved customer service and employee motivation, progress on all ESG aspects, and especially on energy transition”.
Regarding the 2025 strategic plan, he explained Naturgy’s industrial model, the main principles for plan execution and investment and shareholder remuneration commitments.
The Meeting had a very high attendance quorum, close to 92%. All proposals submitted for approval have received more than 98% support.
Historic results and ambitious Strategic Plan
In 2024, Naturgy managed to maintain the historical level of results achieved in 2023. The company posted a net profit of €1.9 billion, while the group’s Ebitda stood at €5.37 billion. These results illustrate the group’s ability to continue to create value in a much more demanding energy context, with an average 30% drop in energy prices.
Since Naturgy began its transformation process in 2018, the company has generated a total shareholder return of more than 9% per annum compared to the Ibex average of around 5%. At year-end 2024, ROIC (return on invested capital) was 11.1%, improving from 6.5% in 2018, while ROE (return on equity) for 2024 was 16.1%, up from 7.6% in 2018.
The creation of shareholder value was accompanied by a significant contribution to society by the company. In terms of fiscal contribution, taxes and levies, €1.53 billion were recorded in 2024 alone, higher than the €1,35 billion paid out in the same year in dividends.
In February, Naturgy presented a new and ambitious Strategic Plan with which it intends to continue creating value for all its stakeholders in the 2025-2027 period. Despite facing a period of high volatility in energy prices, the group expects an average annual Ebitda of €5.3 billion and an average annual net profit of around €1.9 billion, thus maintaining a record level of results achieved in a different and more favourable environment. Compared to the previous three-year period, the company expects to increase its organic investments by around 10%, totalling €6.4 billion, not including potential inorganic growth opportunities. Of these investments, 50% are earmarked for the Networks business and 30% for the development of renewable projects (power generation and biomethane production). Spain will account for 75% of investments, compared to 55% in the previous period.
