Composition of the Board of Directors of Naturgy Energy Group, S.A.

Current Chairman & CEO of Naturgy since February 2018.

He was previously Executive Vice Chairman and CEO of Abertis Infraestructuras, which he joined in 2009. From 2015 and until his appointment at Naturgy, he was also Chairman of the Board of Directors of Cellnex Telecom, where he led the company’s flotation on the stock exchange.

Before working at Abertis, he was Managing Director of Criteria CaixaCorp, the industrial holding company of “La Caixa”. From this position, he oversaw the Criteria’s flotation on the stock exchange in October 2007.

He began his professional career in the automotive industry, in which he worked for 10 years – firstly for the Volkswagen Group (in Spain and Germany) and then for Johnson Controls (in Germany, the UK, the USA and Spain). For seven years, he was also the Managing Director of Uniland, one of the largest cement families in Spain.

Besides these executive positions, he has experience as a member of various Boards of Directors at companies in several countries, such as Sanef, Eutelsat and Boursorama in France; Hispasat, Agbar, JCI and Adeslas in Spain; Arteris in Brazil; VíasChile in Chile; Enfida in Tunisia; Southern Cement in the UK; and Cementos Avellaneda in Argentina.

He received his degree in Industrial Engineering with a specialisation in mechanics from the Universitat Politècnica de Barcelona, and an MBA from IESE. He has also taken upper management courses in the US and Germany.

He is chairman of the Board of Directors of Naturgy Energy Group, S.A., trustee of Fundación La Caixa and a member of the Board of Directors of Criteria Caixa S.A.

First appointment as Director: 6 February 2018.

Indirect shares: 80.000

Graduate and Doctor in Economic and Business Sciences from the Universitat de Barcelona. Lawyer. Sworn Account Auditor and Financial Analyst. Chair of Business Economics. He is also a member of Spain’s Royal Academy of Economic Sciences and Finance.

He began his career as an auditor and consultant at Price Waterhouse, before moving on to work in executive management in the pharmaceutical sector (Menarini Group) and in engineering (EMMSA Group) companies. In 1989, he was on the team tasked with promoting the creation and development of the Official Futures and Options Markets in Spain (MEFF), heading up the Regulation (CNMV relations) and Market Members Departments for 10 years.

He has a wide experience on Boards of Directors and in preparing and defending expert reports in the areas of economics and business.

A regular speaker on business economics, management and good governance on Boards of Directors, he has published several books and articles on this subject. EADA Award 1990, European Citizen Award 2003, Academic Excellence Award 2009 granted by the Accounting and Business Management Association (ACCID), Silver Medal from the Professional Association of Business Owners of Barcelona 2014, since 2015 he has been an Honorary Member of the Higher European Council of Doctors and Doctors Honoris Causa.

He is a member of the Naturgy Energy Group, S.A. Board of Directors and a member of the Audit and Control Committee.

First appointment as Director: 18 June 2010. Re-elections: 14 April 2011, 14 May 2015 and 27 June 2018.

Direct shares:  20.000

Martin Catchpole is a London-based partner of Global Infrastructure Partners (“GIP”) that focuses on GIP investments and origination in energy infrastructure across Europe. He joined GIP in January 2020.

At GIP, Martin represents the interests of the funds as a Director on the Board of Directors of Scotia Gas Networks plc, the UK’s second largest gas distribution company; Skyborn GmBH, GIP’s global offshore wind developer; and is chairman of Galaxy BidCo and a director of AGPA, the UAE’s transmission pipeline company.

Prior to joining GIP, Martin was Co-Head of European Energy, Investment Banking at Credit Suisse in London. Martin spent 16 years at Credit Suisse, in its New York and London offices, focusing on clients in the energy, electricity and utilities sectors. During his time there, he worked on some of the largest and most complex transactions within the sector, including the sale of TXU Corp by KKR and TPG; sale of Equis, an Asian renewable platform to GIP; and the IPO of Innogy AG.

Martin is also a chartered accountant in England and Wales, where he graduated from Ernst & Young in 2000, and holds a degree in Business Economics from the University of Exeter.

First appointment as Director: 25 March 2025.

She has a degree in psychology from the University of Exeter.

Having joined GIP in 2019, she is a now a partner and Head of ESG. In this capacity, she works with all GIP investments in the Energy, Transport, Water and Waste, and Digital sectors, and sits on the GIP Investments Committee as an ESG consultant. 

She also supervises GIP investments in several non-energy companies as director. These include NTV Italo, based in Italy, and Gatwick Airport in the UK. She is also a member of the Audit and Sustainability Committees.

With over 30-years’ experience in infrastructures and public administration, she was Director General of the Transport Department in the United Kingdom and transport advisor to PM Tony Blair. 

She served as a member of the executive team at Accenture for 13 years, supporting the implementation of major information technology programmes in the finance and governmental sectors.

She is a member of the Naturgy Energy Group, S.A. Board of Directors and a member of the Sustainability Committee.

First appointment as Director: 16 March 2020. Re-elected: 26 May 2020 and 25 March 2025

Graduate in Economics and Business Studies with honours cum laude and Extraordinary Award from the Central University of Barcelona in 1982.

Member of the Corps of Exchange and Stock Exchange Agents, working in Barcelona (1982-1989).

Member of the Board of Directors of the Barcelona Stock Exchange (1989-1990).

Member of the Board of Directors of the Madrid Stock Exchange (1990-1995).

She has been practising as a notary public in Madrid since 2000.

Member of the Board of Directors of Criteria CaixaCorp, S.A. since its IPO in October 2007 and of its Executive Committee since its creation in May 2009.

Member of the Board of Directors of CaixaBank, S.A. and Chairwoman of its Appointments and Remuneration Committee until December 2013.

Member of the Board of Directors of CriteriaCaixa since December 2013. Member of the CriteriaCaixa Appointments and Remuneration Committee since it was set up in 2014, of which she was also Chairwoman until May 2019.

Trustee of the Fundación Bancaria Caixa d’Estalvis i Pensions de Barcelona, ”la Caixa” since May 2018.

In October 2006, she joined the Real Academia de Ciencias Económicas y Financieras as a full academic.

She is chairwoman of the Panel Cívico de los Cien, trustee of the Rojas Estapé Foundation, trustee of the CIMA Foundation and also collaborates with several charities (Fundación Ciudad de la Alegría, ACNAR, CODESPA, etc.).

She is a chartered accountant, member of the Spanish Association of Directors (AED), the International Women’s Forum, the Spanish Confederation of Directors and Executives (CEDE), the Business Council Alliance for Ibero-America (CEAPI) and Women Corporate Directors (WCD).

She is a member of the Board of Directors of Naturgy Energy Group, S.A. and a member of the Sustainability Committee.

First appointment as a board member: 16 March 2020. Re-elections: 26 May 2020 and 25 Match 2025

Direct shares: 5.000

She has been a notary of the Illustrious College of Notaries of Barcelona, since 1986 and a member of the Barcelona Economic Society of Friends of the Country.

She graduated in Law from the University of Barcelona in 1976. In 1979 he joined the Notarial Corps and the Restricted Competitions.

He has been a member of the Board of Directors of the former “la Caixa” for 20 years as well as a member of the same Executive Committee.

She has been a Director of important entities in the financial, energy, infrastructure, telecommunications, and real estate sectors, where she has also been a member of the Appointments and Remuneration Committee and the Audit and Control Committee.
He is currently a member of the Board of Trustees of the “La Caixa” Foundation.

First appointment as Director: 25 March 2025.

Indirect shares: 1,219

She has a degree in chemistry from the Complutense University of Madrid and has completed postgraduate studies in Management at the INSEAD Business School and the IESE Business School.

She is currently Chairperson of HP for Southern Europe, the Middle East and Africa, and since July 2012 Chairperson and Chief Executive of HP in Spain, having joined the company in 1982. She has been Vice Chairperson of HP Spain and Portugal and member of the Management Committee since 2002. Previously, and after joining HP in 1982, she held various management positions in the areas of Consumer Affairs, the Public Sector, Large Accounts and Small and Medium-Sized Enterprises. She has also been responsible for the development of HP’s channel and distribution network for all its products in Spain and Portugal. HP is a leading global IT sector company and sits on the management boards of DigitalES and Ametic, the two main ICT sector associations.

Helena has been a member of the Board of Directors of Naturgy Energy Group, S.A. since 2016, Chairperson of the Sustainability Committee, member of the Audit and Control Committee, and Coordinating Director. She has also been an Independent Director of Mutua Madrileña since 2021, and a member of the Audit Committee.

In addition to her executive responsibilities, she chairs the I+E Innovación España Foundation for R&D&i investments and activities in Spain, and is Vice President of the US Chamber of Commerce in Spain. She also actively takes part in leading business, institutional, social and cultural forums with special emphasis on areas of particular social impact, the digital gap and support for the development of STEM skills, especially among women. Chair of the Princesa de Girona Foundation Advisory Council, which aims to support young people in their professional development, and Vice President of the Seres Foundation, which seeks a more relevant role for business in terms of improving society.

She is a member of the Board of Directors of Naturgy Energy Group, S.A., chairwoman of the Sustainability Committee, member of the Audit and Control Committee, and coordinating director.

First appointment as board member: 4 May 2016. Re-election: 26 May 2020 and 25 March 2025

She has a degree in Mathematical Sciences from the Complutense University of Madrid and a PADE (Senior Business Management Program) at IESE.

He is currently a Partner at CVC Capital Partners and has been General Manager of Europe, Middle East and Africa for IBM. In this same company she previously held the Presidency of IBM Spain, Portugal, Greece and Israel since 2013 and was an executive in the communications sector for Spain and Portugal after joining in 2003. She is currently a Director of Tendam Retail, S.A. and Universidad Privada de Madrid, S.A. (Universidad Alfonso X el Sabio – UAX) and an independent Director of Acerinox and is also a member of the Advisory Board of Mapfre Tecnología, Workday and AT Kearney.

First appointment as Director: 25 March 2025.

Qualified Electronic and Telecommunications
Engineer. He also has an MBA from the University of Delhi and a Master’s in
Finance from the London Business School.

Raj Rao is President and
Chief Operating Officer at Global Infrastructure Partners (GIP).

Mr Rao is one of the
founders of GIP.  He is a member of the GIP Office of the Chairman, which
supervises GIP’s investment activities and overall strategy. In his current
role, he co-directs all GIP capital investments, and he is also responsible for
GIP support functions.

Prior to this position, Mr
Rao was Global Head of the GIP energy sector team. GIP’s approach to the energy
sector includes investments in: (1) Midstream Energy – including natural gas
and oil pipelines and collection systems; (2) Conventional power generation;
(3) Renewable energy platforms; (4) Public services, including electricity and
gas distribution and transmission companies; (5) LNG infrastructure; and (6)
New Energies, including investments in decarbonisation. Mr Rao has a wide
experience in the energy sector and has represented GIP on various Boards of
Directors of its portfolio companies. He has managed GIP’s investments at
Borkum Riffgrund, Compañía Logística de Hidrocarburos SA, East India Petroleum
Limited, Naturgy, Gode Wind 1 Investor Holding GmbH, Saeta Yield, SA / Bow
Power, SL, Transitgas AG, Suez and Vena Energy.

He is also a member of
GIP’s Executive Committee, Investments Committee and Operating Committee.

Before joining GIP, he
worked as a Director in the Mergers and Acquisitions team of the Credit Suisse
Investment Banking Division in London, specialising in the Energy, Electricity
and Public Services sector. He was also previously a member of the energy and
electricity project funding team at Barclays Capital in London, and he worked
for the Asia shares sales team of Kotak Securities (then a subsidiary of
Goldman Sachs) in Mumbai, India.

He is a member of the Board
of Directors of Naturgy Energy Group, S.A. and of the Appointments,
Remuneration and Corporate Governance Committee.

First appointment as Director: 21 September 2016. Re-elected: 26 May 2020 and 25 March 2025

Bachelor of Law from Universidad Pontificia de Comillas (ICADE) and MBA from the University of Houston (USA).
 
He joined CVC in 1997. He currently holds the position of Managing Partner, oversees the Private Equity business in Spain and Italy, and forms part of the Private Equity Board for Europe and North America of CVC Capital Partners. Before joining CVC, he worked for seven years at the British company 3i, two years at the London office as an Investment Controller and the remaining five years as Regional Director at the Madrid office.
 
He is an Independent Director on the Board of Directors of Promotora de Informaciones, S.A. (PRISA) and is also a member of the Board of Directors of Idcsalud Holding, S.L. and Helios Healthcare Spain, S.L., among others
 
Rioja S.à.r.l. is a member of the Naturgy Energy Group, S.A. Board of Directors and a member of the Remuneration, appointment and corporate governance Committee.
 

First appointment of Rioja S.à.r.l.: 1 August 2019.

Direct shares: 1.197

Master Degree in Computer Science from the Universidad Autónoma de Barcelona. International Executive Program from INSEAD (France). Post graduate studies at Georgetown University and Harvard Business School.

Since February, 2012, to June, 2020, Mr. Santiago was a Managing Partner and the Chief Operating Officer at First Reserve Corporation, the largest global Private Equity  firm exclusively focused on Energy investments.

Prior joining First Reserve, Mr. Santiago spent 32 years in GE. In particular, since April, 1999 to December 2011, Mr. Santiago was Senior Vicepresident of GE and CEO of GE Oil&Gas.

He previously held the post of General Manager of Global Services at NUEVO PIGNONE, ITALY (leader in advanced technology equipment and services for all segments of the oil and gas industry in more than 100 countries.), and various positions at GE Information Services.

Mr. Santiago is a member of the Board at Naturgy Energy Group, S.A., the Chairman of the Audit and Control Committee and a member of the Remuneration, appointment and corporate governance Committee. 

First appointment: 27 June 2018.

Former Chairperson of Otis Elevator Company and entrepreneur.

Degree in Mining Engineering from Oviedo University. Specialising in Energy.  End of Degree Extraordinary Award.

PhD in Engineering, Rutgers University, New Jersey. MBA, Sloan School of Management of the Massachusetts Institute of Technology (MIT).

He has spent most of his professional career working in the industrial sector within the United Technologies Corporation (UTC) group and the Otis Elevator Company. Starting in R&D&i, he led the team that developed the technical innovation that facilitated the launch of the Gen2 lift, the best-selling product in Otis’s 160-year history. This work gained him the “George Mead Medal”, the most important technical recognition granted by the UTC Board of Directors, as well as 30 international patents. He subsequently headed new teams at Otis Mexico, and was Chairperson & CEO of Otis Portugal, General Manager and CEO of ZARDOYA OTIS, S.A., and Chairperson of Otis for Southern Europe and the Middle East. In 2012, he reached the position of Chairperson & CEO of Otis Elevator Company, a leader in the elevation sector, with over 64,000 employees and a presence in more than 200 countries and territories.  As the group’s main executive he was responsible for defining and implementing the strategy geared at improving both productivity and growth, with new facilities in Asia, mainly China, and service client loyalty, an activity that now accounts for over 50% of group sales.

Co-founder of SAINBERG INVESTMENTS in 2015, a company specialising in control investments at small and medium-sized enterprises. He has invested in food and retail companies.

He is a member of the Naturgy Energy Group, S.A. Board of Directors, chairman of the Remuneration, appointment and corporate governance Committee and a member of the Audit and Control Committee.

First appointment: 27 June 2018.

Indirect shares: 20.000

He has a degree in Civil Engineering from the Polytechnic University of Valencia. Executive MBA from the Collège des Ingénieurs de París.

He currently works as Investment Director at IFM Global Infrastructure Fund, and he has been a member of the IFM INVESTORS investment team since 2012. He is on the Investment Committee of Aqualia, a company specialised in the comprehensive water cycle, and he was formerly a member of the Supervision Board at Eurogrid Gmbh (50Hertz), an energy company based in Germany. He has taken part in several investment processes in the energy, infrastructure and transport sectors, for Naturgy, Aqualia, Aleatica, Mersin Port, Impala Terminals and 50Hertz Transmission.

Before joining IFM, he was a Senior Analyst on the finance project team at Bouygues, a telecommunications sector company.

He is a member of the Board of Directors of NATURGY ENERGY GROUP, S.A. and of the Sustainability Committee..

Mr. Siles’s First appointment as Director of Naturgy Energy Group, S.A.: 10 February 2022.

Bachelor of Industrial Engineering from the School of Engineering of Universidad Pontificia de Comillas (ICAI) and MBA from Universidad de Navarra (IESE).

Partner of CVC Capital Partners in Madrid, a firm wehere he has worked since 2000. Before joining CVC, he worked for three years at BNP Paribas, where he formed part of the Acquisition Finance team at the Madrid office.

As representative of Theatre Directorship Beta, S.à.r.l., he sits on the Board of Directors of Exolum and Tendam.

He is a member of the Naturgy Energy Group, S.A. Board of Directors and a member of the Audit and control Committee.

First appointment : 28 March 2023.

Mr. Villén holds a degree in industrial engineering from the Polytechnic University of Madrid. He holds a master’s degree in electrical engineering from the University of Florida, where he was also a Fulbright scholar, and an MBA from Columbia University. Previously, Mr. Villén worked as Chief Executive Officer at Ferrovial Airports and as Chief Financial Officer at Ferrovial. He has served as Chief Executive Officer of Midland Montagu Ventures and Smith Kline & French, and has held other responsibilities at Abbott Laboratories and Corning Glass Works. He has also been an independent director at Applus Services, S.A. He is currently a member of the board of FCC Aqualia. He is also an external advisor to IFM Investors.

First appointment as Director: 25 March 2025.