Annual report
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Auditor’s Report on Naturgy Energy Group, S.A. (Together with the annual accounts and directors’ report of Naturgy Energy Group, S.A. for the year ended 31 December 2025) (Translation from the original in Spanish. In the event of discrepancy, the Spanish- language version prevails.)
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KPMG Auditores S.L., a limited liability Spanish company and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. Paseo de la Castellana, 259C 28046 Madrid KPMG Auditores, S.L. Torre Cristal Paseo de la Castellana, 259C 28046 Madrid Independent Auditor's Report on the Annual Accounts On the Spanish Official Register of Auditors (“ROAC”) with No. S0702, and the Spanish Institute of Registered Auditors’ list of companies with No. 10. Reg. Mer Madrid, T. 11.961, F. 90, Sec. 8, H. M -188.007, Inscrip. 9 N.I.F. B-78510153 (Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) To the shareholders of Naturgy Energy Group, S.A. REPORT ON THE ANNUAL ACCOUNTS Opinion ______________________________________________________________ We have audited the annual accounts of Naturgy Energy Group, S.A. (the “Company”), which comprise the balance sheet at 31 December 2025, and the income statement, statement of changes in equity and cash flow statement for the year then ended, and notes. In our opinion, the accompanying annual accounts give a true and fair view, in all material respects, of the equity and financial position of the Company at 31 December 2025, and of its financial performance and its cash flows for the year then ended in accordance with the applicable financial reporting framework (specified in note 2 to the annual accounts) and, in particular, with the accounting principles and criteria set forth therein. Basis for Opinion _____________________________________________________ We conducted our audit in accordance with prevailing legislation regulating the audit of accounts in Spain. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Annual Accounts section of our report. We are independent of the Company in accordance with the ethical requirements, including those regarding independence, that are relevant to our audit of the annual accounts pursuant to the legislation regulating the audit of accounts in Spain. We have not provided any non-audit services, nor have any situations or circumstances arisen which, under the aforementioned regulations, have affected the required independence such that this has been compromised. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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2 (Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) Key Audit Matters _____________________________________________________ Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the annual accounts of the current period. These matters were addressed in the context of our audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Recoverable amount of non-current investments in Group companies and associates considering the dynamics of energy transition and climate change See notes 3.3, 3.20 and 7 to the annual accounts Key audit matter How the matter was addressed in our audit At 31 December 2025 the Company has recognised non-current investments in Group companies and associates amounting to Euros 27,775 million. The recoverable amount of these investments in Group companies and associates is determined, for those companies in which there is objective evidence of impairment, by applying valuation techniques which often require the exercising of judgement by the Directors and the use of assumptions and estimates, including those in relation to energy transition and the decarbonisation of the economy. In 2025 the Company has recognised in the income statement impairment and reversals of impairment of investments in Group companies and associates in an amount of Euros 64 million and Euros 94 million, respectively. Due to the significance of the investments and the uncertainty associated with these estimates, this has been considered a key audit matter. Our audit procedures included the following: Assessing the design and implementation of the key controls related to evaluating the existence of evidence of impairment and, where applicable, of estimating the recoverable amount. Assessing the existence of evidence of impairment, as well as the reasonableness of the methodology and assumptions used to estimate the recoverable amount, with the involvement of our valuation and sustainability specialists. Assessing whether the disclosures in the annual accounts meet the requirements of the financial reporting framework applicable to the Company.
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3 (Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) Other Information: Directors' Report ______________________________________ Other information solely comprises the 2025 directors' report, the preparation of which is the responsibility of the Company's Directors and which does not form an integral part of the annual accounts. Our audit opinion on the annual accounts does not encompass the directors' report. Our responsibility regarding the information contained in the directors’ report is defined in the legislation regulating the audit of accounts, as follows: a) Determine, solely, whether the non-financial information statement and certain information included in the Annual Corporate Governance Report and the Annual Report on Directors’ Remuneration, as specified in the Spanish Audit Law, have been provided in the manner stipulated in the applicable legislation, and if not, to report on this matter. b) Assess and report on the consiste ncy of the rest of the information included in the directors’ report with the annual accounts, based on knowledge of the entity obtained during the audit of the aforementioned annual accounts. Also, assess and report on whether the content and presentation of this part of the directors’ report are in accordance with applicable legislation. If, based on the work we have performed, we conclude that there are material misstatements, we are required to report them. Based on the work carried out, as described above, we have observed that the information mentioned in section a) above has been provided in the manner stipulated in the applicable legislation, that the rest of the information contained in the directors’ report is consistent with that disclosed in the annual accounts for 2025, and that the content and presentation of the report are in accordance with applicable legislation. Directors' and Audit and Control Committee's Responsibilities for the Annual Accounts ____________________________________________________________ The Directors are responsible for the preparation of the accompanying annual accounts in such a way that they give a true and fair view of the equity, financial position and financial performance of the Company in accordance with the financial reporting framework applicable to the entity in Spain, and for such internal control as they determine is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error. In preparing the annual accounts, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. The audit and control committee is responsible for overseeing the preparation and presentation of the annual accounts.
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4 (Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) Auditor's Responsibilities for the Audit of the Annual Accounts _______________ Our objectives are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with prevailing legislation regulating the audit of accounts in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts. As part of an audit in accordance with prevailing legislation regulating the audit of accounts in Spain, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misst atement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors. Conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. Evaluate the overall presentation, structure an d content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves a true and fair view. We communicate with Naturgy Energy Group, S.A.’s audit and control committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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5 (Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) We also provide the entity’s audit and control committee with a statement that we have complied with the ethical requirements regarding independence, and to communicate with them all matters that may reasonably be thought to bear on our independence, and where applicable, safeguarding measures adopted to eliminate or reduce the threat. From the matters communicated to the audit and control committee of the entity, we determine those that were of most significance in the audit of the annual accounts of the current period and which are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS European Single Electronic Format _______________________________________ We have examined the digital file of Naturgy Energy Group, S.A. for 2025 in European Single Electronic Format (ESEF) comprising an XHTML file with the annual accounts for the aforementioned year, which will form part of the annual financial report. The Directors of Naturgy Energy Group, S.A. are responsible for the presentation of the 2025 annual financial report in accordance with the format requirements stipulated in Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 (hereinafter the “ESEF Regulation”). In this regard, they have incorporated the Annual Corporate Governance Report and the Annual Report on Directors’ Remuneration by means of a reference thereto in the directors’ report. Our responsibility consists of examining the digital file prepared by the Company’s Directors, in accordance with prevailing legislation regulating the audit of accounts in Spain. This legislation requires that we plan and perform our audit procedures to determine whether the content of the annual accounts included in the aforementioned digital file fully corresponds to the annual accounts we have audited, and whether the annual accounts have been formatted, in all material respects, in accordance with the requirements of the ESEF Regulation. In our opinion, the digital file examined fully corresponds to the audited annual accounts, and these are presented, in all material respects, in accordance with the requirements of the ESEF Regulation. Additional Report to the Audit and Control Committee _______________________ The opinion expressed in this report is consistent with our additional report to the Company's audit and control committee dated 18 February 2026.
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6 (Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) Contract Period _______________________________________________________ We were appointed as auditor by the shareholders at the ordinary general meeting on 2 April 2024 for a period of two years, from the year ended 31 December 2024. Previously, we had been appointed for a period of three years, by consensus of the shareholders at their ordinary general meeting, and have been auditing the annual accounts since the year ended 31 December 2021. (Signed on original in Spanish) On the Spanish Official Register of Auditors (“ROAC”) with No. 20,435 KPMG Auditores, S.L. On the Spanish Official Register of Auditors (“ROAC”) with No. S0702 This report corresponds to stamp number 01/26/00306 issued by the Spanish Institute of Registered Auditors (ICJCE)
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Annual Report of Naturgy Energy Group, S.A. 2025
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Separate Annual Accounts Balance sheet. Income statement. Statements of recognised income and expense. Statements of changes in equity. Cash-flow statement. Notes to the annual accounts. Annual Report of Naturgy Energy Group, S.A. 2025
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This 2025 Annual Report is a translation of a report originally issued in Spanish. In the event of a discrepancy, the Spanish language version prevails. Annual Report of Naturgy Energy Group, S.A. 2025
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Naturgy Energy Group, S.A. Balance sheet (million euro) 31.12.2025 31.12.2024 NON-CURRENT ASSETS Note 28,040 29,008 Intangible assets 5 27 25 Other intangible assets 27 25 Property, plant and equipment 6 87 93 Land and buildings 67 72 Other property, plant and equipment 20 21 Long-term investments in group companies and associates 7 27,775 28,655 Equity instruments 15,855 15,994 Loans to companies 11,920 12,661 Long-term investments 8-14 25 18 Equity instruments 3 4 Derivatives 18 11 Other financial assets 4 3 Other non-current assets 9-14 2 90 Derivatives 2 90 Deferred tax assets 17 124 127 CURRENT ASSETS 3,453 4,798 Trade and other receivables 9-14 185 413 Trade receivables for sales and services — 4 Trade receivables, group companies and associates 28 36 Derivatives 128 280 Sundry receivables — 74 Current tax assets 12 — Other amounts receivable to Public Administrations 17 19 Short-term investments in group companies and associates 7 957 1,226 Loans to companies 957 1,224 Other financial assets — 2 Short-term investments 8-14 9 21 Derivatives 8 19 Other financial assets 1 2 Short-term prepayments and accrued expenses 2 2 Cash and cash equivalents 10 2,300 3,136 Cash at banks and in hand 1,349 2,169 Other cash equivalents 951 967 TOTAL ASSETS 31,493 33,806 Notes 1 to 30 form an integral part of these annual accounts. Annual Report of Naturgy Energy Group, S.A. 2025 1
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Naturgy Energy Group, S.A. Balance sheet (million euro) Note 31.12.2025 31.12.2024 EQUITY 11 16,209 17,704 SHAREHOLDER’s EQUITY 16,193 17,684 Capital 970 970 Share capital 970 970 Share premium 3,808 3,808 Reserves 10,358 10,362 Legal and statutory 300 300 Other reserves 10,058 10,062 Treasury shares (1,132) (6) Profit for the year 1,321 1,057 Retained earnings 1,952 2,446 Interim dividend (1,100) (969) Other equity instruments 16 16 VALUE CHANGE ADJUSTMENTS 16 20 Hedging operations 16 20 NON-CURRENT LIABILITIES 10,984 11,202 Long-term provisions 12 289 296 Long-term post-employment obligations 186 203 Other provisions 103 93 Long-term borrowings 13 5,804 5,349 Bank borrowings 5,803 5,342 Derivatives 14 — 6 Other financial liabilities 1 1 Amounts owing to group companies and associates falling due in more than one year 15 4,626 5,205 Deferred tax liabilities 17 263 263 Other liabilities 14-16 2 89 Derivatives 2 89 CURRENT LIABILITIES 4,300 4,900 Short-term borrowings 13-14 146 134 Bank borrowings 135 131 Finance lease payables — 1 Derivatives 3 2 Other financial liabilities 8 — Amounts owing to group companies and associates falling due in less than one year 15 3,899 4,268 Trade and other payables 16 254 497 Trade payables 77 56 Trade payables, Group companies and associates 8 77 Derivatives 14-16 128 280 Personnel (outstanding remuneration) 38 40 Current tax liabilities — 42 Other amounts payable to Public Administrations 3 2 Short-term prepayments and accrued expenses 1 1 TOTAL EQUITY AND LIABILITIES 31,493 33,806 Notes 1 to 30 form an integral part of these annual accounts. Annual Report of Naturgy Energy Group, S.A. 2025 2
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Naturgy Energy Group, S.A. Income statement (million euro) Note 2025 2024 Revenue 18 1,843 1,468 Sales 1 9 Income from equity instruments of group companies and associates 7 1,390 950 Income from marketable securities and other financial instruments of Group companies and associates 452 509 Raw materials and consumables 19 (2) (8) Consumption of goods (2) (8) Other operating income 22 114 119 Supplementary income and other operating income 114 119 Personnel expenses 20 (78) (78) Wages, salaries and related expenses (61) (64) Social Security (11) (9) Provisions (6) (5) Other operating expenses 21 (206) (134) Services received (205) (145) Taxes (1) (6) Impairment losses and variation in trade provisions — 17 Fixed asset depreciation/amortisation 5-6 (23) (20) Impairment and gain/(loss) on disposals of fixed assets 31 62 Gain/(loss) on disposals of tangible fixed assets 6 1 (2) Impairment of and losses from equity instruments of group companies and associates 4-7 30 65 Gain/(loss) on disposals of equity interests in group companies and associates 7 — (1) OPERATING PROFIT/(LOSS) 1,679 1,409 Financial income 52 75 Negotiable securities and other financial instruments 52 75 - In third parties 52 75 Financial expenses (405) (421) Borrowings from group companies and associates (210) (242) Borrowings from third parties (195) (179) Exchange differences (4) — Net financial income 23 (357) (346) PROFIT/(LOSS) BEFORE TAXES 1,322 1,063 Income tax 17 (1) (6) Profit for the year 1,321 1,057 Basic and diluted earnings per share in euro 1.4 1.1 Notes 1 to 30 form an integral part of these annual accounts. Annual Report of Naturgy Energy Group, S.A. 2025 3
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Naturgy Energy Group, S.A. Statement of changes in equity A) STATEMENT OF RECOGNISED INCOME AND EXPENSE Note (million euro) 2025 2024 PROFIT FOR THE YEAR 1,321 1,057 INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY 101 8 Cash flow hedges 12 5 Actuarial gains and losses 12 5 3 Other adjustments 7 & 11 85 2 Tax effect 17 (1) (2) RELEASES TO INCOME STATEMENT (13) (27) Cash flow hedges (17) (36) Tax effect 17 4 9 TOTAL INCOME AND EXPENSE RECOGNISED IN EQUITY 1,409 1,038 Notes 1 to 30 form an integral part of these annual accounts. Annual Report of Naturgy Energy Group, S.A. 2025 4
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Naturgy Energy Group, S.A. Statement of changes in equity B) TOTAL STATEMENT OF CHANGES IN EQUITY (million euro) Share capital Share premium Reserves Treasury shares Profit or loss brought forward Retained Earnings Profit of the year Interim dividend Other instruments Value changes adjustments Total Balance at 1.1.2024 970 3,808 10,360 (6) — 2,592 1,211 (969) 14 43 18,023 Total recognised income and expense — — 2 — — — 1,057 — 2 (23) 1,038 — Operations with shareholders or owners — - Dividend distribution — — — — — (388) — (969) — — (1,357) - Trading in treasury shares — — — — — — — — — — — Other changes in equity — — — — — 242 (1,211) 969 — — — Balance at 31.12.2024 970 3,808 10,362 (6) — 2,446 1,057 (969) 16 20 17,704 Total recognised income and expense — — (4) — — — 1,321 — 96 (4) 1,409 — Operations with shareholders or owners — - Dividend distribution — — — — — (582) — (1,100) — — (1,682) - Trading in treasury shares — — — (1,126) — — — — (29) — (1,155) Other changes in equity — — — — — 88 (1,057) 969 (67) — (67) Balance at 31.12.2025 970 3,808 10,358 (1,132) — 1,952 1,321 (1,100) 16 16 16,209 Notes 1 to 30 form an integral part of these annual accounts. Annual Report of Naturgy Energy Group, S.A. 2025 5
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Naturgy Energy Group, S.A. Cash flow statement (million euro) Note 31.12.2025 31.12.2024 Profit for the year before tax 1,322 1,063 Adjustments to results (1,501) (1,163) Fixed asset depreciation/amortisation 5-6 23 20 Impairment adjustments 4-7 (30) (82) Change in provisions (22) 8 Profit/(loss) on write-offs and disposals of fixed assets 5-6 (1) 2 Profit/(loss) on write-offs and disposals of financial instruments 7 — 1 Financial income (1,894) (1,534) Financial expenses 23 405 421 Exchange differences 23 4 — Other income and expenses 14 1 Changes in working capital 34 (100) Debtors and other receivables 76 (31) Other current assets 1 — Creditors and other payables (43) (69) Other cash flows from operating activities 1,558 1,261 Interest paid (350) (359) Dividends received 1,473 950 Interest collected 464 525 Income tax collections/(payments) (29) 145 Cash flows from operating activities 1,413 1,061 Amounts paid on investments (450) (709) Group companies and associates (439) (692) Intangible assets (7) (9) Property, plant and equipment (3) (7) Other financial assets (1) (1) Amounts collected from divestments 218 385 Group companies and associates 212 379 Property, plant and equipment 1 5 Other financial assets 5 1 Cash flows from investing activities (232) (324) Collections and payments on equity instruments (1,008) — Cancellation of own equity instruments (67) — Acquisition of own equity instruments (2,332) — Disposal of own equity instruments 1,391 — Collections and payments from financial liability instruments 673 2,158 Issuance 5,932 5,851 Bank borrowings 703 3,092 Payables to Group companies and associates 5,229 2,759 Other payables — — Repayment/redemption of (5,259) (3,693) Bank borrowings (238) (183) Payables to Group companies and associates (5,020) (3,496) Other payables (1) (14) Dividend payments 11 (1,682) (1,357) Cash flow from financing activities (2,017) 801 NET INCREASE/DECREASE IN CASH OR CASH EQUIVALENTS (836) 1,538 Cash and cash equivalents at the beginning of the year 3,136 1,598 Cash and cash equivalents at the year end 2,300 3,136 Notes 1 to 30 form an integral part of these annual accounts. Annual Report of Naturgy Energy Group, S.A. 2025 6
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Contents of the notes to the annual accounts for 2025 Note 1. General information 8 Note 2. Basis of presentation, comparability and accounting policies 8 Note 3. Accounting policies 9 Note 4. Impairment of assets 30 Note 5. Intangible assets 41 Note 6. Property, plant and equipment 41 Note 7. Investments in Group companies and associates 42 Note 8. Investments 47 Note 9. Other non-current assets and Trade and other receivables 49 Note 10. Cash and cash equivalents 51 Note 11. Equity 51 Note 12. Provisions 60 Note 13. Financial liabilities 63 Note 14. Risk management and derivative financial instruments 67 Note 15. Payables to Group companies and associates 72 Note 16. Other non-current liabilities and Trade and other payables 74 Note 17. Tax situation 76 Note 18. Revenue 81 Note 19. Raw materials and consumables 82 Note 20. Personnel expenses 82 Note 21. Other operating expenses 83 Note 22. Other operating income 83 Note 23. Net financial income 83 Note 24. Foreign currency transactions 84 Note 25. Information on transactions with related parties 84 Note 26. Information on members of the Board of Directors and Senior Management 86 Note 27. Contingent liabilities and commitments 88 Note 28. Auditors’ fees 89 Note 29. Environment 89 Note 30. Events after the reporting date 92 APPENDIX I. NATURGY TAX GROUP COMPANIES 93 Annual Report of Naturgy Energy Group, S.A. 2025 7
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Notes to the annual accounts of Naturgy Energy Group, S.A. for 2025 Note 1. General information Naturgy Energy Group, S.A. (“the Company”), the parent company of the Naturgy group (“Naturgy”), was incorporated as a public limited company in 1843 and its registered office is at Avda. América 38, Madrid. On 27 June 2018, the shareholders, in general meeting, agreed to change the company’s business name to Naturgy Energy Group, S.A., formerly Gas Natural SDG, S.A. The company’s corporate purposes, as per its articles of association, comprise the following activities: a. All types of activities related to gas, electricity and any other type of existing energy source, the production and sale of electrical, electro-mechanical and electronic equipment and components, planning and execution of construction projects, management of architectural projects, civil engineering works, utilities and gas and hydrocarbon distribution in general; management of communications, telecommunications, gas and hydrocarbon distribution networks in general, and maintenance of electrical and gas appliances; as well as business consulting, energy planning and energy use rationalisation services, research, development and exploitation of new technologies, communications, computer and industrial security systems; training and selection of human resources and real estate management and development. b. Acting as a holding company, incorporating companies or holding shares as a member or shareholder in other companies no matter what their corporate purpose or nature, by subscribing, acquiring or holding shares, participation units or any other securities deriving from the same, subject to compliance with the legal requirements in each case. The Company’s main ordinary activity is the administration and management of its shareholdings in subsidiaries. In addition, the Company has short-term gas procurement contracts. The Company’s shares are listed on the four Spanish stock exchanges and the continuous market and form part of the Ibex 35 stock index. During 2025, Naturgy carried out significant operations within the framework of its 2025-2027 Strategic Plan, which aims to restore adequate levels of free float, promote the share's liquidity and strengthen its presence in international stock market indices. In this context, the Company made a voluntary tender offer to acquire 88 million own shares, which was executed in June 2025, followed by various orderly placements of own shares on the market. For full details of these transactions, see sections entitled "Tender offer" and "Placement of treasury shares" in Note 11. Note 2. Basis of presentation, comparability and accounting policies 2.1. Basis of presentation The Company’s annual accounts for 2024 were approved at the annual general meeting of shareholders on 25 March 2025. The annual accounts for 2025, which were authorised by the Company’s Board of Directors on 17 February 2026, will be submitted to the general shareholders’ meeting for approval; they are expected to be approved without any changes. Annual Report of Naturgy Energy Group, S.A. 2025 8
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The accompanying annual accounts are presented in accordance with current mercantile legislation and with the rules laid down in the National Chart of Accounts approved by Royal Decree 1514/2007 of 16 November and the amendments incorporated therein by Royal Decree 1159/2010 of 17 September, Royal Decree 602/2016 of 2 December, and Royal Decree 1/2021 of 12 January, as well as by the adoption of the Resolution of 10 February 2021 of the Spanish Institute of Accounting and Auditing which lays down rules for the recognition, valuation and preparation of the annual accounts for the recognition of income from sales of goods and services. These annual accounts have been prepared based on the Company's accounting records in order to fairly present its equity and financial position as at 31 December 2025, as well as the Company's results, changes in equity and cash flows for the year then ended. As at 31 December 2025, the Company’s working capital was negative in the amount of Euros 847 million (Euros 102 million in 2024). In this respect, the Company’s liquidity projections together with the amounts available under credit lines (Note 14) will ensure coverage of that amount. The figures set out in these annual accounts are expressed in million euro, this being the Company's functional and presentation currency, unless otherwise stated. 2.2. Comparability For comparative purposes, the annual accounts present, in addition to the figures for 2025 for each item in the balance sheet, income statement, statement of changes in equity, cash-flow statement and notes to the accounts, the figures corresponding to the previous year which formed part of the 2024 annual accounts. 2.3. Accounting principles and main measurement standards The main accounting policies and valuation standards applied by the Company to prepare these annual accounts are the same as for the Company's annual accounts for the previous year, ended 31 December 2024. The consolidated annual accounts of Naturgy for 2025 were prepared in accordance with the International Financial Reporting Standards adopted by the European Union (IFRS-EU), under Regulation (EU) 1606/2002 of the European Parliament and of the Council. The main figures disclosed in the consolidated annual accounts, which have been audited, are as follows: Total assets 39,101 Equity attributed to the parent company 9,342 Non-controlling interests 2,031 Revenue 19,455 Profit after tax attributed to the parent company 2,023 Note 3. Accounting policies The main accounting principles applied by the Company to prepare these annual accounts are described below: 3.1 Intangible assets Intangible assets are carried at acquisition price or production cost, or at fair value in the case of assets acquired through a business combination, less accumulated amortisation and any recognised impairment losses. a. Goodwill Goodwill represents the excess, at the acquisition date, of the cost of the business combination over the fair value of the net identifiable assets acquired. Consequently, goodwill is only recognised when it has been acquired for valuable consideration and relates to the future economic benefits from assets that could not be identified individually and recognised separately. Annual Report of Naturgy Energy Group, S.A. 2025 9
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Goodwill is amortised over ten years using the straight-line method. Goodwill is tested annually to analyse possible impairment losses. It is recognised in the balance sheet at cost value less amortisation and any cumulative impairment adjustments. Impairment of goodwill cannot be reversed. b. Computer software Costs associated directly with the production of computer software programmes that are likely to generate economic profit greater than the costs related to their production are recognised as intangible assets. The direct costs include the personnel costs of the employees involved in developing the programmes. Computer software development costs recognised as assets are amortised on a straight–line basis over a period of five years as from the time the assets are ready to be brought into use. c. Other intangible assets Research expenditure is recognised in the income statement when incurred. The Company has no intangible assets with an indefinite useful life. 3.2 Property, plant and equipment Property, plant and equipment are carried at cost less accumulated depreciation and any impairment provision. a. Cost Property, plant and equipment are carried at acquisition price or production cost, or at the value attributed to the asset if it is acquired as part of a business combination. Financial costs relating to financing for plant projects during the plant construction period to the date the asset is ready for use form part of property, plant and equipment. Renewal, extension or improvement costs are capitalised as an increase in an asset's value only if they entail an increase in capacity, productivity or useful life. Major maintenance expenditures are capitalised and amortised over the estimated useful life of the asset (generally 2 to 6 years) while minor maintenance is expensed as incurred. Own work capitalised under Property, plant and equipment relates to the direct cost of production. Expenses arising from actions designed to protect and improve the environment are expensed in the year they are incurred. When such costs entail additions to property, plant and equipment the purpose of which is to minimise the environmental impact and to protect and improve the environment, they are accounted for as an increase in the value of property, plant and equipment. Gains and losses on disposals are determined by comparing proceeds with carrying amounts. These are included in the Income statement. b. Depreciation Assets are depreciated on a straight-line basis over their useful lives or the concession term, if shorter. Estimated useful lives are as follows: Annual Report of Naturgy Energy Group, S.A. 2025 10
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Estimated useful life years Buildings 33 – 50 Computer hardware 4 Vehicles 6 Other 3 – 20 The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. When the carrying value of an asset is greater than its estimated recoverable amount or when it is no longer useful, its value is written down immediately to its recoverable amount (Note 3.3). 3.3 Impairment of assets Assets are tested for impairment provided that an event or change in circumstances indicates that their carrying amount might not be recoverable. Additionally, investments in group companies, goodwill and intangible assets that are not in use are tested annually for impairment. When the recoverable amount is less than the asset’s carrying amount, an impairment loss is recognised in the income statement for the amount of the difference between the two. The recoverable amount is calculated at the higher of an asset’s fair value less costs of sale and value in use calculated by applying the discounted cash flow method. In general the Company considers value in use as the recoverable amount, except for CGUs where fair value less costs to sell is considered to be a better estimate of the recoverable amount. For the purposes of assessing impairment losses, assets are grouped together at the lowest level for which there are separately identifiable cash flows. Assets and goodwill are assigned to these cash-generating units (CGUs). In the case of investments in group companies and associates, apart from those investments whose recoverable amount is determined on the basis of the investee's equity (Note 3.4) and which require impairment analysis, the recoverable value is calculated as the higher of the fair value of the investment in group companies and associates and their value in use. Value in use is determined as the present value of cash flows generated in their current condition, based on the best forward-looking information available for the coming years, extended as far as a ten- year period or by the remaining useful life for certain assets and concessions, on the basis of regulations and expected market evolution, drawing on available industry forecasts and past experience of price trends and production volumes. The extension by the additional years to reach a period of ten years for the cash flow projections or by the remaining useful life of the assets and concessions is explained by the fact that in many cases long-term energy sale agreements have been concluded, long-term estimated price curves are available that are used in the Group's ordinary operations (for contracts, hedging, etc.), the electricity and gas supply business is influenced by long-term government policies and is based on stable customer relations, there are lengthy regulatory periods and, in the case of electricity and gas transport and distribution concessions, because the mechanism for calculating the new tariff that the relevant regulator will use at the beginning of the new regulatory period is foreseen. Naturgy believes that its projections are reliable and that it can reliably predict additional cash flows beyond the initial projections. The cash flows after the ten-year projected period are extrapolated using the growth rates estimated for each CGU or group of CGUs, and in no case exceed the average long-term growth rate for the business in which they operate. In all cases, they are lower than the growth rates for the period reflected in the available prospective information. In order to estimate future cash flows for the calculation of residual values, all maintenance investments are taken into account as well as any renovation investments needed to maintain the CGUs' production capacity. In the case of cash flow projections for the impairment tests that present terminal values, the latter are calculated on the basis of a long-term growth rate aligned with the demand trend quantified by Naturgy using its energy models, in line with current expectations with regard to the transition to a low-carbon economy and considering the physical and transition risks associated with climate change. Annual Report of Naturgy Energy Group, S.A. 2025 11
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The parameters taken into account to determine the growth rates, which represent the long-term growth of each line of business, are in line with the long-term growth of the country, obtained from inflation estimates provided by several sources: analysts' consensus (Bloomberg), International Monetary Fund (IMF), Organisation for Economic Co- operation and Development (OECD), central banks and other government agencies, European Commission for the period 2025-2026, and Economist Intelligence Unit (EIU) for 2027 and thereafter. The parameters taken into account for the composition of the discount rates before taxes are as follows: – Risk-free rate: Based on the sovereign bond yield, bearing in mind country risk, currency and market of reference for the CGU, as well as surveys and other sources of information (Damodaran, EIU, etc.). – Market risk premium: Premium based on surveys and other sources of information (Kroll, Damodaran, Pablo Fernández, etc.). – Deleveraged Beta: Based on estimated betas for each CGU based on comparables (Bloomberg). – Cost of interest-bearing debt: comprises the functional currency interest swap rate, with a term of 10 to 30 years, plus a spread for credit risk. – Debt-equity ratio: Based on industry comparables. An asset impairment loss, individually considered, is recognised in the income statement, reducing the carrying value of the asset to its recoverable amount. The asset's depreciation charges are adjusted in future periods in order to apportion the revised carrying amount of the asset, less any residual value, systematically over its remaining useful life. An impairment loss is recognised for an asset if its recoverable amount is less than the carrying amount. The carrying amount of an asset is not reduced below the higher of its recoverable value and zero. Impairment adjustments to values recognised in previous periods for investments in Group companies and associates may be reversed if and only if there is a change in the estimates used to determine their recoverable amount since the latest impairment loss was recognised. The carrying amount of an asset other than goodwill that was increased due to reversal of impairment losses may not exceed the carrying amount that would have obtained (net of depreciation and amortisation) if no impairment had been recognised for that asset in previous years. Impairment of financial assets carried at amortised cost For financial assets carried at amortised cost, the impairment loss is the difference between the carrying amount of the financial asset and the present value of estimated future cash flows, discounted at the asset’s original effective interest rate. For financial assets at variable interest rates, the effective interest rate at the measurement date based on contractual terms is applied. Impairment losses and their reversal when the amount of such losses decreases for reasons related to a subsequent event are charged to results. The reversal of the loss is limited to the amortised cost of the assets had the impairment loss not been recognised. 3.4 Financial assets and liabilities Financial assets The Company classifies its financial assets based on their valuation category which is determined on the basis of the business model and the characteristics of the contractual cash flows, and reclassifies financial assets when and only when it changes its business model for managing said assets. Purchases and sales of investments are recognised on the trade date, which is the date on which the Company undertakes to purchase or sell the asset, classifying the acquisition under the following categories: Annual Report of Naturgy Energy Group, S.A. 2025 12
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a. Financial assets at cost This category includes equity investments in Group companies and associates, as well as investments in equity instruments whose fair value cannot be determined by reference to a quoted price in an active market for an identical instrument or cannot be reliably estimated. They are measured at the lower of acquisition cost, which is the fair value of the consideration given plus directly attributable transaction costs, or fair value in the case of investments acquired through a business combination, and the recoverable value. The recoverable value is determined as the higher of fair value minus cost of sale and the current value of the cash flows generated by the investment. If there is no better evidence of recoverable value, recoverable value will be the equity of the investee company adjusted by any unrealised capital gains subsisting at the valuation date. The value adjustment and, where appropriate, its reversal, is recorded on the income statement in which it takes place. b. Financial assets at amortised cost These are non-derivative financial instruments held to collect contractual cash flows when those cash flows consist only of principal and interest payments. They include current assets, except for those maturing after twelve months as from the balance sheet date, which are classified as non-current assets. They are recognised initially at fair value and subsequently at amortised cost using the effective interest rate method. Interest income from these financial assets is included in financial income. Any gain or loss that arises when they are derecognised is recognised directly in results and any impairment losses are recorded as a separate item in the income statement for the year. c. Financial assets at fair value through profit or loss These are assets acquired for short-term sale. Derivatives form part of this category unless they are designated as hedges. These financial assets are stated, both initially and in later valuations, at their fair value, and the changes in their value are taken to the income statement for the year. Equity instruments classified in this category are recognised at fair value and any gain or loss arising from changes in fair value, or the proceeds of their sale, are included in the income statement. The fair values of listed investments are based on listed prices (Level 1). In the case of shareholdings in unlisted companies, fair value is determined using valuation techniques that include the use of recent transactions between willing and knowledgeable parties, references to other instruments that are substantially the same and the analysis of discounted future cash flows (Levels 2 and 3). If recent available information is insufficient to determine fair value, or if there are a range of possible fair value measurements and the cost value is the best estimate within that range, the investments are recorded at their acquisition cost reduced by any impairment losses. d. Equity instruments at fair value through equity These are equity instruments with respect to which the Company has made an irrevocable decision at the time of initial recognition to record them in this category. They are recognised at fair value and increases or decreases that arise from changes in fair value are recorded in Equity. However, impairment adjustments and dividends on such investments are recognised in results for the period. At the time of sale, gains or losses are reclassified to the income statement. Fair value measurements are classified using a fair value hierarchy that reflects the relevance of the variables employed to perform the measurement. This hierarchy has three levels: – Level 1: Valuations based on the quoted price of identical instruments in an official market. The fair value is based on quoted market prices at the balance sheet date. Annual Report of Naturgy Energy Group, S.A. 2025 13
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– Level 2: Valuations based on variables that are observable for the asset or liability. The fair value of financial assets included in this category is determined using valuation techniques. These techniques maximise the use of available observable market data inputs and rely as little as possible on specific estimates made by the Company. If all significant inputs required to calculate the fair value are observable, the instrument is included in Level 2. If one or more of the significant inputs are not based on observable market data, the instrument is included in Level 3. – Level 3: Valuations based on variables that are not based on observable market information. Financial assets are derecognised when the contractual rights to the asset's cash flows have expired or they have been transferred; in the latter case, the risks and rewards of ownership must have been substantially transferred. In asset assignments where the risks and rewards of ownership are retained, the financial assets are not derecognised and a liability is recognised in the same amount as the consideration received. Receivables assignment agreements are treated as factoring without recourse provided that the risks and rewards inherent in ownership of the assigned financial assets are transferred. The impairment of financial assets is based on their recoverable value. The Company recognises financial asset impairment at each reporting date. Financial liabilities a. Financial liabilities at amortised cost Borrowings are initially recognised at fair value, net of any transaction costs incurred. Any difference between the amount received and the repayment value is recognised in the income statement during the period of repayment using the effective interest rate method. In the event of contractual modifications to a liability at amortised cost that do not result in derecognition, the carrying amount of the financial liability will be adjusted by any transaction costs or fees incurred. From that date, the amortised cost of the financial liability will be determined by applying the effective interest rate that matches the carrying amount of the financial liability with the cash flows payable under the new conditions. In a contractual modification of a liability, the terms are considered to be materially different if the present value of the discounted cash flows under the new terms, including any fees paid net of any fees received from the lender, and using the original effective interest rate as the discount rate, differs by at least 10% from the discounted present value of the cash flows remaining on the original financial liability. In this case, the original financial liability is derecognised and the new financial liability is recognised. The difference between the carrying amount of a derecognised financial liability and the consideration paid is recognised in profit or loss. Borrowings are classified as current liabilities unless they mature in more than twelve months as from the balance sheet date, or include tacit one-year renewal clauses that can be exercised by the Company. In addition, trade and other current payables are financial liabilities that fall due in less than twelve months; they are initially recognised at fair value, do not accrue explicit interest, and are carried at their nominal value. Those maturing in more than twelve months are considered non-current payables. b. Financial liabilities at fair value through profit or loss These are liabilities acquired for short-term sale. Derivatives form part of this category unless they are designated as hedges. These financial liabilities are stated both at inception and afterwards at their fair value, and the changes in this value are taken to the income statement for the year. Annual Report of Naturgy Energy Group, S.A. 2025 14
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3.5 Financial derivatives and other financial instruments Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the asset being hedged. The Company aligns its accounting with its management of financial risk. Risk management objectives and the hedging strategy are reviewed periodically and a description is given of the risk management objective pursued. In order for each hedging operation to be considered effective, the Company documents that the economic relationship between the hedging instrument and the hedged asset is aligned with its risk management objectives. The market value of financial instruments is calculated using the following procedures: – Derivatives listed on an official market are calculated on the basis of their year-end quotation (Level 1). – Derivatives that are not traded on official markets are calculated on the basis of discounting cash flows based on year-end market conditions or, in the case of non-financial items, on the best estimate of the forward price curves of such items (Level 2 and 3). The fair values are adjusted for the expected impact of observable counterparty credit risk in positive valuation scenarios and the impact of observable credit risk in negative valuation scenarios. Derivatives embedded in other financial instruments or in other host contracts are recorded separately as derivatives only when their financial characteristics and inherent risks are not strictly related to the instruments in which they are embedded and the whole item is not being carried at fair value through profit or loss. For accounting purposes, the operations are classified as follows: 1. Derivatives eligible for hedge accounting a. Fair value hedge Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in the income statement together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. b. Cash flow hedges The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. When options contracts are used to hedge forecast transactions, the Company only designates the intrinsic value of the options contract as the hedging instrument. Amounts accumulated in equity are transferred to the income statement in the period in which the hedged item affects the gain or loss, as follows: – The gain or loss relating to the effective portion of interest rate swaps is recognised in the financial expense at the same time as the interest expense in the hedged loans. – When a hedging instrument covers a forecast transaction, the accumulated amounts remain in equity until the forecast transaction takes place. When the forecast transaction does not occur, the amount accumulated in equity is immediately reclassified to income for the period. However, if this amount is a loss, and for an amount that is not expected to be recovered, it will be immediately reclassified in the income statement as a reclassification adjustment. Annual Report of Naturgy Energy Group, S.A. 2025 15
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If the hedged item subsequently results in the recognition of an asset, the amount accumulated in equity will be recognised in the initial cost of the asset. c. Hedges of net foreign investments The accounting treatment is similar to cash flow hedges. The variations in value of the effective part of the hedging instrument are carried in the balance sheet under “Value change adjustments”. The gain or loss from the non- effective part is recognised immediately under “Exchange differences” in the income statement. The accumulated amount of the valuation recorded under “Value change adjustments” is released to the income statement as the foreign investment that gave rise to it is sold. 2. Derivatives that do not qualify for hedge accounting Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately in the income statement. In addition, commodity derivatives not considered as hedges for accounting purposes are recorded in operating profit as they essentially constitute a hedge because of the match between the critical terms of the derivative and the hedged item. 3. Energy purchase and sale agreements The Company enters into energy purchase and sale agreements in the ordinary course of its business. These agreements are executed and maintained in order to meet the needs of receipt or physical delivery of energy expected by the Company in accordance with regular energy purchase and sale estimates, which are monitored systematically and adjusted in all cases through physical delivery. Consequently, these agreements are for “own use” and therefore fall outside the scope of the standard on the valuation of financial instruments. 3.6 Non-current assets held for sale and discontinued operations The Company classifies as assets held for sale those assets and related liabilities for which active measures have been initiated for their sale, which are available in their current conditions for sale, and which are very likely to be sold within the following twelve months. Likewise, Naturgy classifies as assets held for distribution to shareholders all assets and related liabilities when it has a commitment to distribute the assets to shareholders. In this respect, the assets must be available in their current condition for distribution and the distribution must be highly probable, and therefore actions to complete the distribution must have been initiated and must be expected to be completed within one year from the date of classification. These assets are stated at the lower of their carrying value and fair value minus the costs necessary for their sale and are not subject to depreciation from the date on which they are classified as non-current assets held for sale and for distribution to shareholders. In the event of delays caused by events or circumstances beyond the Company's control and if there is sufficient evidence that the commitment to the plan to sell, or distribute to shareholders, non-current assets classified as held for sale is maintained, the classification is maintained even though the period to complete the sale is extended beyond one year. 3.7 Share capital and Reserves Share capital is represented by ordinary shares. Issuance costs of new shares or options, net of taxes, are deducted from equity as a reduction in reserves or the share premium account in the case of issuances with a share premium. Dividends on ordinary shares are recognised as a deduction from equity in the period they are approved. Annual Report of Naturgy Energy Group, S.A. 2025 16
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Acquisitions of treasury shares are recorded at acquisition cost, deducted from equity until disposal. Expenses of the acquisition of own shares are recognised directly as a deduction from equity as a reduction in reserves. Treasury shares are derecognised at the time of sale, when the risks and rewards associated with them are transferred. The gains and losses on disposals of treasury shares are recognised under "Reserves" in the balance sheet. 3.8 Share-based payments Share-based payments settled in shares are valued on the basis of the fair value of the equity instruments granted on the grant date. In addition, the effects of changes that increase the fair value of share-based payment arrangements will be recognised. As employees deliver services during the incentive vesting period, they are measured and recognised under "Personnel expenses" in the income statement with a balancing entry in “Other equity instruments” in the balance sheet. The amounts recognised in equity are not subject to a subsequent reassessment due to trends in external market conditions. 3.9 Borrowings and equity instruments Borrowings and equity instruments issued by the Company are classified based on the nature of the issue. The Company treats all contracts that represent a residual share in net assets as equity instruments. Equity instrument issuance costs are presented as a deduction in equity. 3.10 Provisions for employee obligations a. Post-employment pension obligations and similar - Defined contribution plans The Company, together with other Naturgy companies, is the promoter of a joint occupational pension plan, which is a defined contribution plan for retirement and a defined benefit plan for the so-called risk contingencies, which are insured. Additionally, there is a defined contribution plan for a group of executives, for which the Company undertakes to make certain contributions to an insurance policy, guaranteeing for this group a yield of 125% of the CPI on the contributions made to the policy. All the risks have been transferred to the insurance company, since it even insures the guarantee referred to above. The contributions made have been recognised under Personnel expenses in the income statement. Additionally, some employees voluntarily contribute part of their remuneration to an insurance policy, at no cost to Naturgy. - Defined benefit plans For certain groups of employees there are commitments for defined benefit schemes in relation to the payment of supplements on retirement, death and disability pensions, in accordance with the benefits agreed by the entity, which have been externalised through single premium insurance policies under Royal Decree 1588/1999 of 15 October, which approved the Regulations on the arrangement of companies' pension commitments. The liability recognised for the defined benefit pensions plans is the current value of the liability at the balance sheet date less the fair value of the plan-related assets. The defined benefit liability is calculated annually by independent actuaries using the projected unit credit method. The current value of the liability is determined discounting the estimated future cash flows at interest rates on bonds denominated in the currency in which the benefits will be paid and having similar maturities to those of the respective liabilities. Annual Report of Naturgy Energy Group, S.A. 2025 17
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Actuarial losses and gains arising from changes in actuarial assumptions or from differences between assumptions and the actual situation are recognised in full in the period in which they arise, directly under Equity in Reserves. Past-service costs due to amendment or reduction of a plan are recognised immediately in the income statement under “Personnel expenses”. b. Other post-employment benefit obligations The Company provides post-employment benefits to its retirees. Entitlement to these benefits is usually conditional on the employee remaining in service up to retirement age and completing a minimum service period. The expected costs of these benefits are accrued over the period of employment using an accounting methodology similar to that used for defined-benefit pension plans. Actuarial gains and losses arising from changes in actuarial assumptions, are charged or credited to Reserves. c. Termination benefits Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Company recognises these benefits when it has demonstrably undertaken to terminate current workers’ employment in accordance with a detailed formal plan without any possibility of withdrawal, or to provide termination benefits. In the event that mutual agreement is required, a provision is only recorded in those situations in which the Company has decided to give its consent to voluntary redundancies once they have been requested by the employees. 3.11 Provisions Provisions are recognised when the Company has a legal or implicit present obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are measured at the best estimate of the present value of the amount required to settle the obligation at the balance sheet date. When it is expected that part of the disbursement needed to settle the provision will be paid by a third party, the receipt is recognised as a separate asset, provided that its receipt is practically assured. In contracts in which the obligations undertaken include unavoidable costs greater than the economic benefits expected to be received from them, the expenses and respective provisions are recognised in the amount of the current value of the existing difference. The unavoidable costs of the contract will reflect the lower net costs of terminating the contract, i.e. the lower of the cost of complying with the terms of the contract and the indemnity for non-compliance. 3.12 Leases a. Finance leases Leases of property, plant and equipment where the lessee substantially bears all the risks and rewards of ownership are classified as finance leases. These leases are capitalised at the lease’s inception at the lower of the fair value of the leased property and the present value of the lease payments, including the purchase option. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The payment obligation derived from the lease, net of the finance cost, is recognised under liabilities in the balance sheet. The interest component of the finance cost is charged to the income statement over the lease period so as to obtain a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases are depreciated over the asset’s useful life. In cases of total or partial termination of the lease, Naturgy writes down the carrying amount of the right-of-use asset to reflect this circumstance, and recognises the loss or gain arising from this total or partial termination in profit or loss. Annual Report of Naturgy Energy Group, S.A. 2025 18
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b. Operating leases Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Operating lease payments are charged to the income statement on a straight-line basis over the lease term. 3.13 Financial liabilities for leases On the lease commencement date, the Company recognises the lease liability for the present value of the lease payments to be made over the lease term, discounted using the interest rate implicit in the lease or, if this cannot be readily determined, the incremental borrowing rate. The lease payments to be made will include fixed payments less any incentives, variables that depend on an index or a rate, and residual value guarantees expected to be incurred, the exercise price of a purchase option if that option is expected to be exercised, and penalty payments for terminating the lease if the lease term reflects that the lessee will exercise an option to terminate the lease. Any other variable payments are excluded from the measurement of the lease liability and right-of-use asset. Subsequently, the lease financial liability will be increased by the interest on the lease liability and reduced by the payments made. The liability will be remeasured if there are changes in the amounts payable and the term of the lease, and in cases of total or partial termination of the lease. 3.14 Corporate income tax Income tax expense includes the deferred tax expense and the current tax expense, which is the amount payable (or refundable) on the tax profit for the year. Naturgy includes the effect of uncertainty in tax treatment when determining taxable earnings, tax bases, unused tax losses, unused tax credits and tax rates. Deferred taxes are recorded by applying, to temporary differences that arise between the taxable income on assets and liabilities and their respective accounting figures in the annual accounts, the tax rates that are expected to be in force when the assets and liabilities are realised. No deferred taxes are recognised for profits not distributed by subsidiaries when Naturgy can control the reversal of the temporary differences and it is likely that they will not reverse in the foreseeable future. Deferred tax arising from direct charges or credits to equity accounts are also charged or credited to equity. Deferred tax assets and tax credits are recorded only when there are no doubts as to their future recoverability through the future taxable profits that can be used to offset temporary differences and realise the tax credits. If tax rates change, deferred tax assets and liabilities are re-measured. These amounts are charged or credited to losses or profits, or to reserves, depending on the account to which the original amount was charged or credited. Where uncertainty exists regarding income tax treatments, Naturgy assesses whether a tax authority is likely to accept an uncertain tax treatment. If it concludes that it is unlikely that the tax authority will accept an uncertain tax treatment, the effect of the uncertainty on taxable profit (loss), tax bases, unused loss carryforwards or unused tax credits is reflected. The effect of the uncertainty is recognised using the method that, in each case, best reflects the outcome of the uncertainty: the most likely outcome or the expected value. In each case, Naturgy assesses whether to consider each uncertain tax treatment separately or in conjunction with one or more other uncertain tax treatments, depending on which approach is most likely to resolve the uncertainty. Annual Report of Naturgy Energy Group, S.A. 2025 19
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3.15 Recognition of income and expense a. General Revenue derived from contracts with customers is recognised based on compliance with performance obligations with customers. Revenue reflects the transfer of goods or services to customers at an amount that reflects the consideration to which the Company expects to be entitled in exchange for such goods or services. Five steps are established for the recognition of revenue: 1. Identify the customer's contract(s). 2. Identify the performance obligations. 3. Determine the price of the transaction. 4. Allocate the transaction price to the performance obligations. 5. Recognise the revenue according to the fulfilment of each obligation. Based on this recognition model, sales are recognised when products are delivered to the customer and have been accepted by the customer, even if they have not been invoiced, or if applicable, services are rendered, and it is probable that the economic benefits associated with the transaction will flow to the entity. Expenses are recognised on an accruals basis, immediately in the case of disbursements that are not going to generate future economic benefits or when the requirements for recording them as assets are not met. Sales are stated net of tax and discounts. b. Other income and expenses The holding of shares in Group companies and associates is deemed to be the Company's main ordinary activity from which regular revenue is obtained. In accordance with the approach taken by the Spanish Institute of Accounting and Auditing ("ICAC") in connection with the calculation of revenue in holding companies (ruling request number 2 in ICAC Official Gazette number 79), dividends from Group companies and associates, and interest received on loans granted to Group companies and associates, are recognised as “Revenue”. Additionally, the item “Impairment and results on disposal of equity instruments of Group companies and associates” is included in “Operating profit/(loss)”. Revenue from contracts is recognised as control over the committed goods or services is transferred to the customer. Revenue from commitments (generally provisions of services) that are fulfilled over time is recognised based on the degree of progress towards full compliance with the contractual obligations. When, at a given date, the degree of completion of the obligation cannot be reasonably measured, the revenue and related consideration are recognised only to the extent of the costs incurred up to that date. Interest incomes and expenses are recognised using the effective interest method. Dividend income is recognised when the right to collect the dividend is established. If the dividends are unequivocally derived from reserves generated prior to the acquisition, the value of the investment is adjusted. 3.16 Foreign currency transactions Foreign currency transactions are translated to euro using the exchange rates in force at the transaction dates. Gains and losses resulting from the settlement of these transactions and translation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currency are recognised in the income statement. Annual Report of Naturgy Energy Group, S.A. 2025 20
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3.17 Transactions between related parties In general, transactions between related parties are recorded initially at their fair value. If the agreed price differs from its fair value, the difference is recorded taking into account the economic reality of the operation. The later valuation is made in accordance with the provisions of the respective legislation. Notwithstanding the above, in mergers, de-mergers or non-cash contributions of a business, the assets that make up the acquired business are valued at the amount at which they are recognised after the operation takes place in the group's consolidated annual accounts. In these cases, the difference that could arise between the net value of the assets and liabilities of the acquired company, adjusted by the balance of the groupings of grants, donations and bequests received, or any value adjustments or capital or share premiums, as the case may be, issued by the acquiring company, is recorded under Reserves in the balance sheet. 3.18 Business combinations Business combinations are recorded using the acquisition method. The cost of an acquisition is calculated using the fair value of the assets given, the equity instruments issued and the liabilities incurred or borne on the transaction date plus the costs directly attributable to the acquisition. The valuation process required in order to use the acquisition method is completed within the period of one year as from the acquisition date. The identifiable assets acquired and the liabilities or contingent liabilities incurred or borne as a result of the transaction are initially stated at acquisition date fair value, provided that this can be reliably measured. The surplus cost of the acquisition in relation to the fair value of the shareholding of the Company in the net identifiable assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets acquired, the difference is recognised directly in the Income statement. 3.19 Cash-flow statement. The cash flow statement has been prepared using the indirect method and contains the following expressions and their respective meanings: a. Operating activities: activities that constitute ordinary Company revenues, as well as other activities that cannot be classified as investing or financing. b. Investing activities: acquisition and disposal of non-current assets and other investments not included in cash and cash equivalents. c. Financing activities: activities that result in changes in the size and composition of the Company's equity and liabilities that are not operating activities. 3.20 Significant accounting estimates and assumptions, etc. The preparation of annual accounts requires the use of estimates and judgments. The measurement standards that require a large number of estimates are set out below: a. Impairment of investments in Group companies and associates (Note 3.3) In accordance with applicable accounting regulations, the Company performs impairment tests on investments in Group companies and associates for which there is evidence of impairment. These impairment tests require an estimate of future business performance and the most appropriate discount rate in each case. The Company considers that the estimates made are appropriate and consistent with the current market environment. Note 4 details the main assumptions used to determine the recoverable value of investments in Group companies and associates. Annual Report of Naturgy Energy Group, S.A. 2025 21
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b. Derivatives and other financial instruments (Note 3.5) The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets is the current bid price. The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Company uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date: – Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. – The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. – The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the balance sheet date. – The fair value of commodity price derivatives is determined using quoted forward price curves at the balance sheet date. – The recoverable value of the investments in the equity of group and multi-group companies and associates is determined as the greater of their fair value less costs of sale and the current value of the cash flows from the investment. For disclosure purposes, it is assumed that the carrying amount of trade and other receivables less expected impairment losses approximates to their fair value. The fair value of other financial liabilities for reporting purposes is calculated by discounting the future contractual cash flows at the current market interest rate to which Naturgy has access for similar financial instruments. c. Provisions for employee benefits (Note 3.10) A number of assumptions must be used to calculate pension costs, other costs of post-retirement benefits and other post-retirement liabilities. The Company estimates at each year end the provision necessary to meet its pension commitments and similar obligations, in accordance with the advice from independent actuaries. The changes affecting such assumptions may result in the recording of different amounts and liabilities. The most significant assumptions for the measurement of pension or post-retirement benefit liabilities are energy consumption by beneficiaries during retirement, retirement age, inflation and the discount rate employed. Social security coverage assumptions are also essential to determine other post-retirement benefits. Future changes to these assumptions will have an impact on future pension costs and liabilities. d. Provisions (Note 3.11) The Company makes an estimate of the amounts to be settled in the future, including amounts relating to contractual obligations, business contracts, outstanding litigation or other liabilities. These estimates are subject to the interpretation of current events and circumstances, projections of future events and estimates of their financial effects, as well as the outcome of negotiations associated with gas procurement contracts. e. Corporate income tax (Note 3.14) The calculation of the income tax expense requires interpretations of tax legislation in the jurisdictions in which the Company operates. The decision as to whether the tax authority will accept a given uncertain tax treatment and the expected outcome of outstanding litigation requires material estimates and judgements to be made. The Company evaluates the recoverability of the deferred income tax assets based on estimates of future taxable income. Deferred tax liabilities are recognised based on estimates of the net assets that will not be tax deductible in the future. Annual Report of Naturgy Energy Group, S.A. 2025 22
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f. Climate change and the energy transition Naturgy aims to remain a key player in the energy transition towards a circular economy model and progressive decarbonisation, by reducing its carbon footprint and negative environmental impacts and integrating biodiversity into its business strategy. To this end, it takes account of technological progress and international frameworks and agreements, as well as their implementation in energy policies and applicable environmental regulations in each of the geographical areas where it operates. In line with this objective, Naturgy has a Climate Transition Plan (CTP) detailing the paths for reducing greenhouse gas (GHG) emissions and the intermediate targets required under applicable regulations, which provide an understanding of the mitigation efforts undertaken by the company. Naturgy's GHG emission reduction targets for 2030 are as follows: • Reduction of Scope 1 and 2 emissions by 36% with respect to 2022 (the baseline of the CTP), in line with the 1.5ºC global warming reduction pathway. • Reduction of Scope 3 emissions in Spain by 22% with respect to 2022. This target is aligned with the "Well Below 2 Degrees" (WB2D) reduction pathway. If emissions from the other countries are considered, the Scope 3 reduction is expected to be 8%, also with respect to 2022. All these targets include 100% of emissions and all greenhouse gases (GHG). In 2025, the reduction with respect to 2022 was 12% for Scope 1 and 2 emissions and 15% for total Scope 3 emissions. Compared to 2024, the decrease was influenced by the increase in production by combined cycle gas plants as required to guarantee security of supply, especially in Spain as generation was stepped up as a result of the country-wide blackout on 28 April 2025. To achieve the objectives set out in the CTP, Naturgy will continue to promote and lead a business model and investment plan fully aligned with the energy trilemma: security of supply, accessibility and affordability of energy, and mitigation of environmental impact. Naturgy's Strategic Plan 2025-2027 envisages continuing to invest in the energy transition, principally in to renewable generation, electricity grids and renewable gases. It also plans to continue developing energy solutions that promote efficiency at a competitive cost for customers. The CTP's main lines of action, as set out in the Strategic Plan 2025-2027, are based on an integrated electricity and gas business model that promotes the decarbonisation of energy through technological neutrality and at the lowest possible cost for consumers, specifically: • Promoting renewable electricity generation using solar and wind together with the necessary growth of electricity grids, and back-up capacity using natural gas combined cycle plants. • Developing renewable gases as a lever for the decarbonisation of natural gas through biomethane produced from organic waste and, in the medium/long term, green hydrogen generated from surplus renewable electricity. This promotes decarbonisation at the lowest possible cost to the consumer and drives the circular economy through the use of waste or surplus. • Offering eco-efficient, carbon-neutral products and services at competitive prices to our customers. • Increasing electrification of final demand in applications where it is most efficient. Naturgy's CTP will contribute to the future objective of transforming the energy mix contemplated in the National Energy and Climate Plan (NECP) 2023-2030, approved by the Spanish Cabinet on 24 September 2024, which is also aligned with the objective of climate neutrality in the European Union (EU) by 2050. For the other countries where Naturgy operates, the published national plans and the GHG reduction pathways set out by the International Energy Agency in the "Net Zero Roadmap" scenario are taken into account. Annual Report of Naturgy Energy Group, S.A. 2025 23
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Information on the CTP, the Group's decarbonisation strategy and the GHG emission reduction targets are set out in section "E-1 Climate change" of the Group's 2025 Non-Financial Disclosures and Sustainability Report, which is prepared in line with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD), which Naturgy has accepted and which it has been adopting progressively since they were published in 2017. At the end of 2023, the TCFD announced that it was disbanding as a working group, and the International Sustainability Standards Board (ISSB) has taken over the TCFD's oversight responsibilities as of 2024. On 26 February 2025, the European Commission presented the Omnibus I package, aimed at simplifying the regulatory framework applicable to sustainability reporting. During the year, various regulations related to this package were approved, and they were taken into account in the preparation of this report, but they did not result in substantial changes. At present, the Corporate Sustainability Reporting Directive (CSRD), approved in 2022 and still pending transposition in Spain, as well as the European Sustainability Reporting Standards (ESRS) approved by Delegated Regulation (EU) 2023/2772, remain virtually unchanged in terms of content. In this context, Naturgy follows the CNMV recommendation issued on 19 November 2025, in coordination with the ICAC, and produces its sustainability report in accordance with the current ESRS and Law 11/2018 on non-financial reporting and diversity. This ensures that the information disclosed is comparable and consistent with that of other issuers in the European Union. In addition, the requirements of Royal Decree 214/2025 of 18 March, which establishes a carbon footprint register and the obligation to calculate and publish greenhouse gas emission reduction plans for certain organisations in Spain, have been taken into account. These annual accounts have been prepared taking into account the decarbonisation commitments undertaken by Naturgy, in addition to the risks and uncertainties related to climate change and the decarbonisation of the economy. The main estimates and accounting judgements made by Naturgy's management and directors when preparing the 2025 annual accounts related to the expected effects of climate change and the energy transition are described below. 1. Recoverability of non-financial assets As detailed in Note 3.3, the cash flow projections used in the impairment tests for investments in Group companies and associates are based on the best available forward-looking information and reflect existing investment plans aimed at maintaining the operating capacity of the investees' CGUs. Those projections are in line with Naturgy's strategy and consider the range of economic conditions that might exist in the foreseeable future in relation to climate change and the energy transition. The projections also take into account the expected impact on wholesale and retail electricity market prices resulting from the entry into operation of new renewable generation facilities and developments in gas, oil and emission allowance prices, as well as expected demand. In Spain, Naturgy's thermal electricity generation facilities continue to be regulated by Directive 2003/87/EC, which establishes the European Union Emissions Trading Scheme (EU ETS). This Directive has undergone multiple revisions, including the reform approved in 2023 through Directives (EU) 2023/958 and 2023/959, to strengthen climate ambition within Phase IV (2021–2030). These amendments align the system with the objectives of the Fit for 55 package, in line with the Paris Agreement, setting a 62% reduction in emissions by 2030 compared to 2005 for sectors covered by the EU ETS, thus contributing to the EU's overall target of reducing net emissions by at least 55% compared to 1990 by the same date. Furthermore, as at 1 January 2024, the scope of the EU ETS has been extended to include emissions from maritime transport activities, applicable to ships whose port of loading and/or unloading is located in EU/EEA countries, which is being phased in until 2027. Naturgy carries out comprehensive portfolio management for the acquisition of emission allowances equivalent to the verified emissions of its combined cycle and cogeneration facilities and its maritime shipping activity. To this end, Naturgy actively participates in both the primary market, through auctions, and the secondary market. These emissions relate mainly to the combined cycle gas plants in Spain and, to a lesser extent, to LNG used by the company's ships, and represented 91.1% of Naturgy's direct (scope 1) emissions in Spain in 2025. Annual Report of Naturgy Energy Group, S.A. 2025 24
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In Mexico, the impairment tests on the combined cycle plants assume the receipt of emission allowances equivalent to the tonnes of CO2 emitted. Under the current trial emissions trading system, which runs until 2026, it is assumed that emission allowances granted free of charge will cover the emissions projected on the basis of production forecasts. Although the criteria for the allocation of allowances free of charge and the emissions reduction pathway that will be required have not yet been defined for 2027 and subsequent years, it is expected that the emissions generated will be covered by the free allocation and, when this is not sufficient or the free allocation is discontinued, that CO2 costs will be passed through into selling prices as an additional operating cost, similar to the case in the European market. As as at 31 December 2025, cogeneration facilities represent only a small proportion of Naturgy's generation portfolio, accounting for approximately 0.3% of installed capacity and a net carrying amount of Euros 22 million. The CO2 prices considered in the impairment test are detailed in Note 4. In the case of cash flow projections for the impairment tests that present terminal values, the latter are calculated on the basis of a long-term growth rate aligned with the demand trend quantified by Naturgy using its energy models, in line with current expectations with regard to the transition to a low-carbon economy and considering the physical and transition risks associated with climate change. Projections of hydroelectric, wind and solar electricity output from Naturgy's renewable assets are based on projected underlying weather conditions (temperature, precipitation, wind speed and insolation). Decommissioning costs for combined cycle and renewable generation plants are estimated in line with the long-term target. As required by accounting standards, the cash flows estimated for the value in use of each CGU take into account assets' current status and, therefore, do not include future investments due to technological changes or any strategic investments envisaged in the energy transition for which no assets currently exist. The rates used to discount cash flows take into account all relevant factors affecting the perception of risk, including those associated with the energy transition and physical risks due to climate change. The cost of capital considered in each of the rates used implicitly incorporates market expectations about access to and costs of funding, provided that these risks are material for the industry and the specific context of the asset. As indicated in Note 4, the update of the impairment test for non-financial assets did not result in additional impairments being recognised in the year as a result of the recoverable amount of the CGUs being found to be less than the net carrying amount. Naturgy will continue to update its operational plans and pricing outlook to take account of changes in the economic environment and the pace of the energy transition. 2. The Company's main assets subject to climate change and energy transition risk Holdings in Group companies and associates that may be most affected by climate change and energy transition risk are as follows: Naturgy Generación Térmica, S.L.U. Following the closure of all Naturgy's coal-fired power plants in the first half of 2020, the group has not generated any electricity from coal. These facilities are fully depreciated/provisioned as at 31 December 2025. During the year, progress continued to be made in dismantling the plants; the decommissioning certificates for two plants are still pending and are expected to be issued in the first half of 2026. In Spain, Naturgy is a joint owner of the Almaraz and Trillo nuclear power plants, alongside other electric utilities. Annual Report of Naturgy Energy Group, S.A. 2025 25
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Naturgy relies on the Decommissioning Protocol agreed in 2019 with Enresa, Spain's national radioactive waste company, which establishes a schedule for the progressive closure of all nuclear power plants, in line with the energy transition to renewable sources and the decarbonisation target for 2050. The part of this protocol covering up to 2030 is also part of the NECP. As at 31 December 2025, there has been no official decision by the Spanish government regarding a possible review or extension of the timetable for the closure of nuclear power plants. As at 31 December 2025, this holding has a carrying value of Euros 13 million. Naturgy Ciclos Combinados, S.L.U. The group's combined cycle gas turbine plants in Spain represent the most eco-efficient generation technology available at present to provide the necessary back-up for renewable energies and enable their widespread implementation while also guaranteeing security of supply, both of which are key factors for the energy transition. In Spain, it is important to note that all the installed capacity of these plants is included in the NECP approved recently for 2023-2030, which is aligned with the European objective of achieving climate neutrality by 2050. These facilities are a fundamental element in ensuring the growth of renewable energies in the national electricity system, as they are provide back-up to maintain the electricity supply in the event of a lack of wind, sun or water. Accordingly, in December 2024 the Ministry for Ecological Transition and the Demographic Challenge released for public consultation a Draft Ministerial Order proposing the creation of a capacity market in the Spanish mainland electricity system. As at 31 December 2025, this project has still not been approved. As at 31 December 2025, this holding has a carrying value of Euros 762 million. A fluctuation in energy prices which is lower than envisaged in the assumptions used by Naturgy and indicated in Note 4 could have an impact on the recoverability of the carrying value of these assets recognised in the balance sheet as at 31 December 2025. Naturgy Generación, S.L.U. The recoverable value of these assets could be affected by a larger than expected hypothetical future reduction in water availability due to climate change, particularly in run-of-river plants. The assumptions used in the impairment test on this holding includes developments in water availability and their impact on river flows and, therefore, on production. As at 31 December 2025, this holding, which includes the hydroelectric generation assets in Spain, had a carrying value of Euros 1,027 million. Naturgy Renovables, S.L.U. As at 31 December 2025, this holding has a carrying value of Euros 2,041 million. The main perceived risk for these assets is a potential negative future trend in solar and wind resources, which are the key variables in the performance of this line of business. There may also be reductions in the remuneration arrangements for renewable energies and lower prices in marginal wholesale markets due to an increase in renewable production with low variable costs. The impairment tests for 2025 did not consider any changes in the operation of the wholesale market that have not yet been approved, but did consider forecasts for solar and wind resources. Shareholdings in electricity and gas distribution As at 31 December 2025, the interests in Holding de Negocios Gas and Holding Negocios de Electricidad relating to gas and electricity distribution in Spain had a carrying value of Euros 4,475 million and Euros 3,653 million, respectively. In addition, the interests in gas and electricity distribution in Latin America relating to Naturgy Distribución Latinoamérica and Naturgy Inversiones Internacionales have a carrying value of Euros 557 million and Euros 850 million, respectively. Annual Report of Naturgy Energy Group, S.A. 2025 26
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These regulated assets are essential to ensuring a reliable supply and enabling the transition to renewable generation sources, while demonstrating high resilience in the face of technical and climate challenges. Increases in temperature and a higher frequency of extreme weather events could lead to increased technical losses, deterioration in service quality levels, higher operating and maintenance costs and higher annual investments, although we understand that those volumes should be included in the multi-year tariff reviews for these regulated businesses. The investment and response plans already in place, accumulated experience and network design (meshing and undergrounding of lines) should mitigate these effects. A potential massive development of distributed generation would be partially offset by the increasing electrification of the economy (e.g. electric cars) and investments in smart grids. Naturgy's planning for the coming years envisages the coexistence in Spain of natural gas demand with demand for biomethane, to be distributed through the group's current infrastructures. It is estimated that the adaptation of existing networks for biomethane transportation will not require significant investments. Hydrogen distribution is still under consideration and the level of investment will foreseeably depend on the percentage of blending which, together with the relevant regulations, will determine the viability of using the current infrastructure. It is estimated based on analyses that for low percentages it will not be necessary to make significant investments to adapt the current network. For gas transport and distribution assets in Argentina, Brazil, Chile, and Mexico, the same strategy applied to Spain is planned, although with a slower implementation and always in accordance with the energy policies of each country. Shareholdings in supply companies The Company has holdings in Gas Natural Comercializadora, S.A. (net carrying amount: Euros 515 million), Naturgy Iberia, S.A. (net carrying amount: Euros 494 million), Comercializadora Regulada de Gas & Power, S.A. (net carrying amount: Euros 81 million) and Naturgy Clientes, S.A. (net carrying amount: Euros 4 million). The impact of climate change and the energy transition on the supply business is considered to be minor, as the lower demand for natural gas could be offset by expected higher growth resulting from the electrification of the economy and the supply of renewable gases. In terms of transition risks, the Company's current positioning, resulting from its investment focus on renewables and grids, places it in a favourable situation for facing these risks. Naturgy considers that the opportunities arising from the decarbonisation of the global economy (growth in renewables, investment in integrating smart grids, electrification of demand, biomethane, and green hydrogen, among others) outweigh the risks. 3. Recoverability of deferred tax assets Sufficient taxable profits are expected to be generated within the planning period to ensure the recovery of the deferred tax assets recognised for accounting purposes as at 31 December 2025. The estimate of the recoverability of these assets has been made using the same judgements and assumptions as those used to calculate the recoverable amount of investments in Group companies. 4. Regulation The Paris Agreement has had a major impact on the development of new climate policies and the adoption of new regulations. Specifically, the EU has approved various regulations in this area, having adopted a binding target of climate neutrality by 2050 in the European Climate Law of 2021, under the umbrella of the European Green Deal of 2019, which constitutes the EU's new growth strategy. Spain has also issued regulations in this area, notably the Climate Change and Energy Transition Law 7/2021; consequently, the regulations in this area are constantly in flux and might have negative effects or offer opportunities for the Group's activities. In relation to the other countries where Naturgy operates, the company complies with energy policy and regulations on climate change, although the EU regulation is by far the most advanced. 5. Dividend distribution Climate change risks are not expected to affect the Company's capacity to pay dividends to shareholders due to strong cash generation and existing reserves. Annual Report of Naturgy Energy Group, S.A. 2025 27
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In the case of regulated lines of business, a scenario in which the conditions for maintaining the current rate of investment continue to exist is compatible with the levels of dividend payments observed to date. However, in the case of deregulated lines of business, their future capacity to pay dividends is difficult to foresee due to unknown risks and uncertainties that might cause actual results, performance or events to differ substantially from those envisaged in the Group's projections. 6. Physical risks Naturgy recognises the need for constant analysis to provide an exhaustive assessment of the climate resilience of all its assets, while continuing to monitor this issue to ensure that its operations are safe and that the Group's facilities can continue to operate in extreme weather conditions. In this regard, Naturgy continuously assesses the physical risks affecting each asset. The design and construction of Naturgy's assets serve to mitigate physical risks, whether or not related to climate change, and the associated costs are included in the initial recognition of these assets. In addition, the company adopts measures to adapt to the physical risks of climate change, in line with the European Taxonomy, to reduce vulnerability and strengthen the resilience of its existing facilities. In recent years, there have been no weather events with significant repercussions on operations or major financial losses, apart from: • In October 2024, a storm produced extreme rainfall and significant flooding in the Valencia region of Spain, particularly affecting gas distribution networks, which were the most exposed assets. • During much of the summer of 2025, a record wave of forest fires ravaged areas of Galicia, León and Zamora where Naturgy has electricity networks and renewable generation facilities. This made it necessary to cut supplies on a preventive basis, isolate sections of the grid and reconfigure the grid in real time to main the supply. It was also necessary to de-energise facilities, sectorise assets and block key equipment, including hydroelectric power plants in Lugo and wind farms in León and Zamora, to ensure safety and prevent the fires from spreading. In both cases, there were no significant consequences for operations and no physical damage to the Group's assets in those areas, which highlights the facilities' resilience and the effectiveness of the measures to mitigate and adapt to physical climate risks. As a result, these events did not lead to any reassessment of physical risks in the Group's asset impairment tests. Additionally, they did not result in changes in relation to climate change adaptation policy or the assessment of risks associated with extreme rainfall, flooding or fires. In the long term, Naturgy's business portfolio is expected to evolve with the energy transition, considering at all times the energy trilemma: security of supply, accessibility and affordability of energy, and mitigation of environmental impact. Decision-making on the future business portfolio will be guided by the pace of the company's progress as it moves towards meeting the emission reduction targets. Setting the energy system on the path to net zero emissions will require unprecedented, coordinated action between energy suppliers, consumers and, above all, governments. g. Geopolitical risks and uncertainties During 2025, the geopolitical environment continued to be a significant source of uncertainty, with potential impacts on global energy markets and the Group's activity. In particular, the following aspects stand out: The armed conflict between Ukraine and Russia, which began in February 2022, continues with no clear signs of resolution in the short term, maintaining tension in international energy markets and volatility in commodity prices. However, gas prices have remained relatively stable in recent months, aided by high storage levels, diversification of supply sources and moderate demand. On 23 October 2025, the Council of the European Union adopted the 19th package of sanctions against Russia, which includes a ban, effective from 1 January 2027, on the purchase, import or transfer, directly or indirectly, of LNG originating in or exported from Russia under contracts with a duration of more than one year signed before 17 June 2025 (short-term contracts are prohibited from April 2026); its validity was extended on 22 December until 31 July 2026. Annual Report of Naturgy Energy Group, S.A. 2025 28
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At the same time, in December 2025, the Council of the European Union and the Parliament reached an agreement to approve a Regulation banning imports of Russian natural gas, both by pipeline and in the form of liquefied natural gas (LNG). This regulation provides for the prohibition on imports into the European Union to come into force from 1 January 2027 for long-term LNG contracts entered into before 17 June 2025 and not subsequently amended, and from 30 September 2027 for gas pipeline contracts, with a transitional regime for existing contracts and prior authorisation requirements to ensure compliance. The European Commission has stated that this ban constitutes a case of force majeure for the companies that are party to such long-term contracts, meaning that breach of the commitment to take the gas will not generate liability for the buyer. As part of its procurement portfolio, Naturgy has a long-term contract to procure LNG of Russian origin that was concluded in 2013 with Yamal LNG and includes take-or-pay clauses for 38 TWh per year through 2041. Since the beginning of the conflict, Naturgy has taken delivery of the volumes strictly established in the contract. In 2025, this contract accounted for 16% of Naturgy's overall procurements (16% in 2024). Except as noted above, Naturgy does not have any other long-term contracts susceptible to being affected by the sanctions that have been approved, nor does it hold any interest in companies operating in Russia or Belarus or have investments in these countries, nor does it have cash balances or equivalent liquid assets that are restricted as a result of those measures and sanctions. In addition, the global geopolitical context has been affected by growing trade tensions, which have led to persistent volatility in energy and commodity prices, as well as disruptions in supply chains and changes in international trade patterns. These factors may generate additional risks in terms of operating costs, the availability of equipment and materials, and project completion times. To mitigate these effects, the Group maintains diversified contracts with multiple suppliers and geographical areas, performs strategic inventory management and flexible project planning, uses contracts with contingency clauses, continuously assesses logistical risks, and works with operators to secure alternative routes, as well as having contingency plans to ensure business continuity. Throughout 2025, tensions in the Middle East remained high as a result of the terrorist attack in October 2023 and the subsequent military escalation. In June 2025, the parties announced a ceasefire that allowed for the release of hostages and prisoners, as well as the partial opening of humanitarian corridors. However, as at 31 December 2025, the situation remains unstable: although the ceasefire agreement remains in force, isolated incidents of violence persist, as does a climate of tension that keeps the geopolitical risk premium high. Although current estimates indicate that this conflict will not have a significant impact on global energy supplies, the Group continues to monitor the situation closely. On 31 August 2025, the contract for operation and maintenance services at the Ramat Gavriel and Alan Tavor combined cycle gas plants in Israel, which Naturgy had been providing since 2019 through its subsidiaries Spanish Israeli Operation and Maintenance Company Ltd., was terminated. As in 2024, this company reported a gross operating profit of less than Euros 1 million in 2025. During the early days of January 2026, the United States launched a military intervention in Venezuela, which included bombing in the north of the country and the capture of the country's President. Although these events caused political turmoil and protests in the region, a preliminary analysis has not identified any significant risks or effects on Naturgy's activities, given that the Group does not operate any infrastructure or have any exposure in that country. As this situation is constantly evolving and it is difficult to predict the extent or duration of the conflict, Naturgy constantly monitors the relevant macroeconomic and business variables in order to obtain the best estimate of potential impacts in real time, also taking into account recommendations by national and international supervisory bodies on the matter. Annual Report of Naturgy Energy Group, S.A. 2025 29
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Note 4. Impairment of assets In the impairment test on investments in Group companies and associates, the recoverable amount is determined based on the cash flows of the CGUs to which they belong (Note 3.3). As at 31 December 2025, the cash generating units (CGUs) are the same as those at 31 December 2024, as follows: – Networks ▪ Gas networks Spain: This is a single CGU as the development, operation and maintenance of the gas distribution network is managed jointly. ▪ Electricity networks Spain: This makes up a single CGU since the network comprises a group of interrelated assets the development, operation and maintenance of which is managed jointly. ▪ Networks Latin America: A CGU is understood to exist for each business and country in which there are operations since the businesses are subject to different regulatory frameworks. It includes the regulated gas distribution business in Argentina, Brazil, Chile and Mexico, and the regulated electricity distribution business in Argentina and Panama. – Energy Markets ▪ LNG and Markets and Procurement: A single CGU is considered to exist as the sale of liquefied natural gas and maritime transport are both managed on a global scale, as are procurement and other gas infrastructures, and sales to large energy-intensive consumers. ▪ Gas pipelines: Includes the CGU that manages the Medgaz pipeline. ▪ Thermal generation Spain: A single CGU is considered to exist for thermal power generation in Spain (nuclear and combined cycle). ▪ Thermal generation Latin America: A thermal power generation CGU is understood to exist in each country in which there are operations (Mexico, Dominican Republic and Puerto Rico) since the businesses are subject to different regulatory frameworks and are managed independently. ▪ Renewable Generation Spain: One CGU is considered for renewable electricity generation (wind, mini-hydro, solar and cogeneration) and another CGU for hydroelectric power generation. ▪ Renewable Generation United States: The assets in the country whose cash flows can be separately identified are considered to be CGUs. ▪ Renewable Generation Latin America: A renewable power generation CGU is understood to exist in each country in which there are operations (Brazil, Costa Rica, Mexico, Panama and Chile) since the businesses are subject to different regulatory frameworks and are managed independently. ▪ Renewable Generation Australia: The assets in the country whose cash flows can be separately identified are considered to be CGUs. ▪ Renewable Gases: This is treated as a CGU that manages renewable gas projects. ▪ Supply: The commercial management of natural gas, electricity and services is carried out on a comprehensive basis, maximising the value of the portfolio by focusing on customers and with high potential for growth in services and solutions, for which there is a single CGU. Annual Report of Naturgy Energy Group, S.A. 2025 30
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Information on impairment tests performed Naturgy analyses the value of non-financial assets to determine any impairment losses when there are indications that their carrying amount may not be recoverable, and it performs annual impairment tests for goodwill and intangible assets that have indefinite lives or are not available for use. Naturgy assessed the recoverable value of the CGUs based on the 2025-2027 Strategic Plan and the changes in the energy situation and the regulations since the Plan was approved by the Board of Directors on 18 February 2025; the Plan envisages continuing to invest in the energy transition, allocating the main investments to renewable generation, electricity grids and renewable gases. The time-frame of the projections has been extended to a period of ten years or the remaining useful life for certain assets and concessions. When estimating cash flows, various potential future scenarios have also been considered if they provide more meaningful information for representing expected economic conditions. Impairment tests focused particularly on identifying and assessing geopolitical risks and uncertainties, as well as risks arising from climate change and the energy transition, due to their potential impact on asset recoverability. Both aspects are discussed in detail in Notes 3.20.g (Geopolitical risks and uncertainties) and 3.20.f (Climate change and energy transition), which should be consulted for further information. – Geopolitical risks and uncertainties Estimated cash flows consider the effects of developments in international energy markets, price volatility, regulation and trade restrictions, as well as the perception of country and sector risk, which particularly affect discount rates and growth assumptions. Moreover, trends in significant economic parameters, such as inflation and interest rates in each country where the Group operates, were taken into account. – Climate change and energy transition risk: The impairment tests reflect Naturgy's strategic positioning in the energy transition and decarbonisation, considering t h e o b j e c t i v e s o f t h e C l i m a t e T r a n s i t i o n P l a n a n d i n t e r n a t i o n a l c o m m i t m e n t s . P h y s i c a l a n d t r a n s i t i o n r i s k s , C O ₂ p r i c e pathways, regulatory and technological developments, and potential effects on asset useful lives and recoverable values were taken into account. It should be noted that the Consolidated Sustainability Report and Non-Financial Information Statement presents some theoretical temperature scenarios requested by the ESRS in relation to climate risks and their effects on long- term climate change in 2030, 2040 and 2050, with the sole aim of demonstrating the effects on the Group's performance in such circumstances and conditions in the years indicated. In any case, the scenario that coincides with the Group's vision is the one considered for the preparation of impairment tests, which includes all the issues detailed in note 3.20.f Climate change and energy transition. In particular, the assumptions regarding the price trend used in the projections are in line with the energy transition, and the projected cash flows take into account greenhouse gas emission reduction targets as well as the impacts of climate change on the recoverability of non-financial assets. Information on recognised impairments (Note 7) As at 31 December 2025, net revenue was recognised for the reversal of impairment of holdings in Group companies and associates amounting to Euros 30 million (Euros 65 million as at 31 December 2024 as revenue from impairment reversal) under the heading “Impairment of and losses from equity instruments of Group companies and associates” in the income statement, detailed below: Annual Report of Naturgy Energy Group, S.A. 2025 31
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31.12.2025 31.12.2024 Naturgy Generación, S.L.U. 76 93 General de Edificios y Solares, S.L. 5 1 Naturgy Nuevas Energías, S.L.U. 5 — Petroleum, Oil & Gas España, S.A. 5 (18) Naturgy Commodities Trading, S.L. 2 (10) Lignitos de Meirama, S.A. 1 1 Naturgy Informática, S.A.U. (*) — (3) Naturgy Engineering, S.L. — 1 Naturgy Finance Iberia, S.A.U. (2) — Naturgy Participaciones, S.A.U (5) — Naturgy Innovahub, S.L.U. (7) — Comercializadora Regulada, Gas&Power, S.A. (50) — Total 30 65 (*) Liquidated in 2024. – Naturgy Generación, S.L.U.: The reversal of the impairment charge for this holding, which relates to the Hydroelectric power generation Spain CGU, amounts to Euros 76 million (reversal of impairment in the amount of Euros 93 million as at 31 December 2024). The assumptions and projections affecting the hydroelectric power generation CGU are based on the best forward- looking information available to date. The assumed price series is as follows: 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 Pool price €/MWh (*) 63.8 56.2 55.1 68.2 73.4 74.9 81.4 83.0 85.0 84.9 (*) Estimated amounts as of the date of the test The most sensitive aspects that are included in the estimate of the recoverable amount determined according to the value in use and applying the methodology detailed in Note 3.3 are the following: • Electricity generated. For the hydroelectric power generation CGU, developments in water availability and their impact on river flows and, therefore on production, are taken into account. • Electricity price. Market electricity prices were calculated using models that cross expected demand with supply forecasts, taking into account the foreseeable trend in generating capacity in Spain, based on industry forecasts, the trend in the energy situation on the basis of futures curves, and analysts’ forecasts. The estimates also include the impact of existing contracts with the Group's supply companies. • Operating and maintenance costs. Estimated from historical costs of the managed fleet and existing contracts. • Investments. The investments required to keep the facilities in working order are taken into account. • The following factors are also considered: – The projected flows include an estimate of the costs of the 7% tax on the value of electricity production and the unit values for financing the energy subsidy ("bono social"). – The existing sales contracts with the group's supply companies. – The regulations governing water in hydroelectric reservoirs. Annual Report of Naturgy Energy Group, S.A. 2025 32
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Accumulated impairment as at 31 December 2025 relating to the holding in Naturgy Generación S.L.U. amounts to Euros 1,939 million (Euros 2,015 million as at 31 December 2024). – General de Edificios y Solares, S.L: Impairment was reversed as at 31 December 2025 in the amount of Euros5 million (Euros5 million as at 31 December 2024). – Naturgy Nuevas Energías, S.L.U.: The reversal of the impairment charge for this holding, which relates to the Renewable Gases CGU, amounts to Euros 5 million and, consequently, no accumulated impairment was recognised as at 31 December 2025 (Euros 5 million as at 31 December 2024). The 2025-2027 Strategic Plan envisages significant investments in renewable gas projects to launch initiatives related to renewable gases, focusing particularly on biomethane. Naturgy currently operates three biomethane production plants, with a total installed capacity of 4.1 MW and total output of 7.1 GWh in 2025. In addition, through strategic alliances, Naturgy is developing a broad portfolio of projects throughout the country that are currently at different stages of development. The impairment test includes the annual production projections for the various operational plants and projects under development, together with forecasts for the sale price of biomethane, the cost of biogas and waste, and the estimated operating and maintenance costs. Additionally, for projects in the development phase, different probabilities of success were applied which were determined on the basis of each project's degree of maturity and the progress made in obtaining the necessary permits and authorisations. – Petroleum Oil&Gas España, S.A.: Impairment was reversed in the amount of Euros 5 million. The accumulated impairment as at 31 December 2024 relating to the holding in Petroleum Oil&Gas España, S.A. amounts to Euros 89 million (Euros 94 million in 2024). – Naturgy Commodities Trading, S.A.: Impairment of the holding in Naturgy Commodities Trading, S.A. was reversed in 2025 in the amount of Euros 2 million. The accumulated impairment as at 31 December 2025 amounts to Euros 29 million (Euros 31 million in 2024). – Lignitos de Meirama, S.A.: Impairment was reversed in the amount of Euros1 million. The accumulated impairment as at 31 December 2025 amounts to Euros 28 million (Euros 29 million in 2024). Impairments were also recognised for the following holdings in 2025: – Comercializadora Regulada Gas & Power, S.A.: Impairment in the amount of Euros 50 million was recognised due to the tariff providing insufficient remuneration for the regulated gas and electricity sales by this supply company. The accumulated impairment as at 31 December 2025 is Euros 50 million (zero as at 31 December 2024). – Naturgy Innovahub, S.LU.: Impairment in the amount of Euros 6 million was recognised, resulting in total impairment of the holding amounting to Euros 7 million as at 31 December 2025. Additionally, because of the losses generated during the year, a provision for future risks and expenses was recognised in the amount of Euros 1 million under "Long-term provisions" on the liabilities side of the balance sheet. Annual Report of Naturgy Energy Group, S.A. 2025 33
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– Naturgy Participaciones, S.A.U.: Impairment was recognised in the amount of Euros 5 million. The accumulated impairment as at 31 December 2025 is Euros 5 million (zero as at 31 December 2024). – Naturgy Finance Iberia, S.A.U.: Impairment was recognised in the amount of Euros 2 million. The accumulated impairment as at 31 December 2025 amounts to Euros 2 million (zero in 2024). Information on other impairment tests performed: As regards the other interests in Group companies and associates as at 31 December 2025 and 2024, the recoverable amounts, calculated according to the methodology described in Note 3.3, were higher than the carrying amounts of the holdings in Group companies recognised in these annual accounts. The most sensitive aspects of the impairment tests updated as at 31 December 2025 are as follows: Electricity Networks Spain: – Remuneration. Amount and growth of remuneration. In relation to the regulatory framework, the future cash flows of these business lines were reviewed taking into account the publications by the regulator with regard to the remuneration methodology for the regulated electricity distribution activity. On 22 December 2025, the CNMC approved the following circulars, which come into force on 1 January 2026 and will apply to the 2026-2031 regulatory period: • Circular 8/2025, establishing the methodology for calculating electricity distribution remuneration in Spain for the 2026-2031 regulatory period. The methodology incorporates measures aimed at increasing efficiency, improving quality, reducing losses and promoting electrification. Investment limits are aligned with those set by the government, remunerating audited investments up to 0.13% of GDP. • Circular 9/2025, amending the methodology established in Circular 2/2019 for calculating the financial remuneration rate for regulated electricity transmission and distribution activities, as well as the regasification, transportation and distribution of natural gas. It also set the financial remuneration rate applicable to electricity transmission, system operation and distribution activities for the period 2026-2031 at 6.58%, an increase of 100 basis points on the previous. – Operating and maintenance costs. Estimated on the basis of the historical cost of the network managed. – Investments. Considering the investments required to keep the network in working order and guarantee supply quality, as well as the digitalisation of electricity networks and the estimated investment in line with industry requirements. Latin American networks: for the Network CGUs in Brazil, Chile, Argentina and Mexico and Electricity Network CGUs in Argentina and Panama: – Variations in tariffs. Valuation of rates in each country, based on existing regulatory conditions and both current and expected rate reviews, taking into account the experience gained from previous rate reviews in each country. The main considerations are described below: Annual Report of Naturgy Energy Group, S.A. 2025 34
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• Gas networks in Brazil. On 1 January 2025, the new tariffs for CEG and CEG RIO came into effect, with adjustments in line with the annual inflation index of IGP-M (+6.33%) in accordance with the deliberations of 23 December 2024. Following the agreement reached in connection with the 4th Integrated Tariff Review (RTI) in 2024, negotiations resumed for the 5th RTI (period 2023-2027), which is currently in the phase of analysing the remuneration rate and asset base. With regard to the San Paulo Sul concession, the five-year review scheduled for May 2025 was postponed by the regulator in April 2025 and had not been concluded as at 31 December 2025. • Gas Networks Argentina: As a continuation of the tariff review process for the period 2025-2029, which began in August 2024, ENARGAS published Resolutions 263/2025 and 264/2025 in April 2025, approving the Five-Year Tariff Review (2025-2029) and the tariff schedules for Naturgy BAN, S.A. and Naturgy NOA, S.A. These resolutions entail tariff increases of 14.92% for Naturgy BAN, S.A. and 2.57% for Naturgy NOA, S.A., applicable in 31 monthly instalments starting on 1 May 2025. Following the publication of resolutions determining monthly tariff adjustments in the first half of the year in accordance with the indices established by Enargas in the Five-Year Tariff Review (RQT), resolutions were approved on a monthly basis during the second half of the year to update the tariff tables in accordance with the formula defined in the RQT. In the case of the projections for Gas Distribution Argentina, despite the approval of the Tariff Review, different scenarios have been considered, basically involving monthly adjustments for inflation, given that the economic environment may influence these adjustments. – Cost of raw materials and consumables. Estimated using predictive models developed on the basis of knowledge of the energy markets in each country, considering also the regulations for distributors in each country. – Operating and maintenance costs. Estimated on the basis of the historical cost of the network managed. – Investments. Taking into account the necessary investments to maintain the network in good working order and ensure supply quality and safety. Thermal generation Spain: The assumptions and projections for this CGU consider the possible impacts of the energy transition and the increased use of renewable energy sources, although they contemplate the need for all the installed capacity of the combined cycle units within the horizon of the projections (2034), as envisaged in the NECP 2023-2030. In the case of nuclear power plants, Naturgy considers the Decommissioning Protocol signed in 2019 with Enresa, Spain's national radioactive waste company, which establishes a schedule for the progressive closure of all nuclear power plants in line with the energy transition to renewable sources and the decarbonisation objective for 2050; their output up to the point of decommissioning is considered in the impairment test. The assumptions taken into consideration are the following: 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 Pool price €/MWh (*) 63.8 56.2 55.1 68.2 73.4 74.9 81.4 83.0 85.0 84.9 Brent (USD/bbl) (*) 69.2 61.9 62.2 69.0 70.0 70.0 89.4 90.5 91.6 93.6 Gas Henry Hub (USD/MMBtu) (*) 3.5 4.2 4.0 3.6 3.6 3.6 4.3 4.3 4.4 5.2 PVB (€/MWh) (*) 37.0 25.8 24.6 26.5 26.5 26.5 27.7 28.9 28.7 30.3 CO2 €/t (*) 73.8 83.2 85.6 77.4 89.1 93.1 98.4 103.7 126.2 136.7 (*) estimated amounts at the date of the test. The most sensitive aspects that are included in the estimate of the recoverable amount determined according to the value in use and applying the methodology detailed in Note 3.3 are as follows: Annual Report of Naturgy Energy Group, S.A. 2025 35
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– Electricity generated. Long-term demand trends were estimated using analyst projections, considering also the existing contracts with Naturgy's supply companies. Market share was estimated on the basis of Naturgy's market share in each technology and the expected trend in each technology’s share of the total market, in line with the expected future evolution of the generation mix, maintaining the projected decline in thermal output, offset by the creation of a capacity market within the Spanish mainland electricity system that remunerates firm capacity (currently in the process of being established). In the short term, following the blackout in the Spanish mainland electricity system on 28 April 2025, consideration has been given to the role that combined cycles are playing in ensuring security of supply. – Electricity price. Market electricity prices were calculated using models that cross expected demand with supply forecasts, taking into account the foreseeable evolution of generation capacity in Spain, based on sector forecasts, the development of the energy scenario on the basis of futures curves, and analysts’ forecasts. The estimates also include the impact of existing contracts with the Group's supply companies. – Fuel costs. Estimated on the basis of market prices. – Operating and maintenance costs. These costs have been estimated on the basis of the historical costs of managed facilities and the business plans of the nuclear power plants. The following factors are also considered: – The Electricity Market Reform Regulation and Directive presented by the Commission on 14 March 2023, which envisage, among other matters, fostering forward contracts, PPAs and contracts for differences for new investments in generating capacity, making capacity mechanisms permanent, providing greater system flexibility using demand-side management and storage, as well as measures to be adopted by member states in the event of a crisis, and greater protection for end consumers. – The extension of existing PPAs with the group's supply companies to cover nuclear generation facilities. – The cost of the 7% tax on the value of electricity production, which was reinstated gradually during 2024, and the unit values for financing of the energy subsidy ("bono social"). – The approval of Royal Decree 589/2024 for nuclear generation facilities, which increases the amount payable to ENRESA as a consequence of the construction of decentralised temporary storage facilities (ATD). To date, Naturgy has elected not to perform temporary closures of the ten combined cycle plants that were authorised following the Supreme Court ruling in 2023 and, therefore, this was not considered in the 2025 impairment test update. Thermal generation Latin America: For thermal electricity generation CGUs in Mexico and the Dominican Republic: – Thermal generation in Mexico is carried out over most of the plants' useful lives under PPAs based on stable business models that are not at risk of fluctuation on the basis of market variables. In the Dominican Republic and Mexico, upon termination of the contracts, energy prices are set based on the market and are estimated on the basis of developments in the country's energy situation, including the foreseeable evolution of the generating fleet, taking account of expected supply and demand, and production costs. – Operating and maintenance costs. Estimated from historical costs of the managed fleet. – When updating the recoverable value of the combined cycle plants in Mexico, the relevant assumptions included the increase in permits for developing renewable energy installations, which will affect the market price used in the projections on the finalisation of the long-term contracts for energy sales to the Federal Electricity Commission (CFE). Annual Report of Naturgy Energy Group, S.A. 2025 36
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– The delivery of emission allowances equivalent to the tonnes of CO2 emitted. Until 2026, the allocation of allowances free of charge, as provided in the draft Emission Trading System Rules, is assumed to cover emissions projected on the basis of production projections. From 2027 onwards, although the criteria for the allocation of allowances free of charge and the necessary emissions reduction pathway have not yet been defined, it is expected that the emissions generated will be covered by the free allocation and, when this is not sufficient or the free allocation is discontinued, CO2 costs are expected to be passed through into selling prices as an additional operating cost, similar to the case in the European market. In the case of the Puerto Rico Generation CGU: – The main estimates considered in the generated flows relate to the contract with Puerto Rico Electric Power Authority (PREPA), which will remain in force until the end of 2032. Renewable Generation Spain: The assumptions and projections affecting the renewable power generation CGU are based on the best forward- looking information available to date. In the case of Renewable Generation Spain, fair value less selling costs is considered to be the best estimate of the recoverable amount and, therefore, the valuation includes the necessary flows that market players would take into account when assessing the value of the CGU based on the present value method. Fair value was determined on the basis of external sources of information and the company's estimate is, therefore, a level 3 estimate. The assumptions regarding pool price trends in the Renewable Electricity Generation CGU are the same as those considered in the Thermal Generation Spain CGU. The most sensitive matters included in the impairment test are as follows: – Electricity generated: projections of hours of operation of each plant consistent with their historical output, and predictions based on historical records of similar plants were used when there were no historical data. In addition, the increase in output due to plans to hybridise and repower existing facilities has been taken into account. – Electricity price. Market electricity prices were calculated using models that cross expected demand with supply forecasts, taking into account the foreseeable evolution of generation capacity in Spain, based on sector forecasts, the development of the energy scenario on the basis of futures curves, and analysts’ forecasts. The estimates also include the impact of existing contracts with the Group's supply companies. – Remuneration. • For facilities in the renewable generation CGU that are entitled to specific remuneration, the remuneration has been estimated on the basis of the regulated revenue period. Specifically, Order TED/741/2023 was considered, which updated the remuneration parameters for standard facilities that are applicable to certain facilities that generate electricity from renewable sources, cogeneration and waste, for the purposes of their application to the 2023-2025 regulatory semi- period. The order updating the remuneration parameters applicable in the 2026-2031 regulatory period was published on 27 January 2026. • In the specific case of cogeneration facilities, the methodology for updating the remuneration for the operation of electricity generation facilities whose operating costs depend essentially on the price of fuel is considered. – Operating and maintenance costs. Estimated from historical costs of the managed fleet and existing contracts. Annual Report of Naturgy Energy Group, S.A. 2025 37
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– Investments. The investments necessary to keep the facilities in working order are considered; in the case of Renewable Electricity Generation, they are included in the cash flows of new projects available for development, repowering, storage and hybridisations, as well as the value of the generation capacity of new renewable generation projects. The following factors are also considered: – The projected flows include an estimate of the costs of the 7% tax on the value of electricity production and the unit values for financing the energy subsidy ("bono social"). – Existing sales contracts with the Group's supply companies. Renewable Generation United States: Since 2021, the company has been managing a portfolio of projects based on solar technology and storage systems that it acquired in that year and continues to hold. At 2025 year-end, two solar farms are in operation: 7V Solar Ranch (302 MW) and Grimes (262 MW). The Mark Center (124.5 MW) plant is expected to become operational next year. The arrival of the new administration in January 2025 led to significant legislative changes in the first part of the year, aimed at protecting local manufacturing industry and relaxing the country's commitments to fight climate change. In this context, the impact of these measures on projects under construction and in development was reviewed. No material impact is expected in the case of Mark Center, except for additional costs arising from components not purchased from local suppliers. To mitigate this effect, acquisitions have been planned according to the established tariff exemption windows. At the same time, a programme has been approved for the sale of projects in the development pipeline. The regulatory environment continues to show a high level of uncertainty, shaped by the introduction of new tariffs and restrictions on non-local suppliers; these factors particularly affect projects in the development phase. As part of the management and divestment process, a comprehensive analysis of the portfolio in 2025 led to the recognition of impairment on certain assets due to difficulties in interconnecting projects and obtaining permits1. At the same time, impairment that had been recognised in previous years was reversed due to improved price expectations. Renewable Generation Latin America: Includes the Brazil, Costa Rica, Mexico, Panama and Chile electricity generation CGUs. The most sensitive matters included in the impairment test are as follows: – Electricity price: Renewable electricity generation in Latin America is managed under energy sale-purchase contracts through stable business models which are not subject to fluctuation risks on the basis of market variables. – Operating and maintenance costs. Estimated on the basis of historical costs and on the basis of best forecasts when no historical data are available. – Since Renewables Chile returned to the short-term market based on authorisation by the National Electricity Coordinator in June 2023, the company has been operating normally in the market and fulfilling its PPAs with the distribution companies. Nevertheless, limitations in transmission networks and the different composition of the generation mix between the nodes where the Group injects energy and those where it has assumed its sales commitments with distributors. Annual Report of Naturgy Energy Group, S.A. 2025 38
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This situation makes it difficult to meet its obligations to creditors, which is why steps have been taken to sell the Cabo Leones and San Pedro projects. In this situation, the assumptions made in the impairment test for 2024 are maintained and no scenarios are envisaged that could lead to a significant increase in the impairment already recognised for this company's assets. Renewable Generation Australia: – Over most of the plants' useful life, electricity output is sold under PPAs based on stable business models that are not at risk of fluctuation on the basis of market variables. Upon termination of the contracts, energy prices are set based on the market and are estimated on the basis of developments in the country's energy situation, including the foreseeable evolution of the generating fleet and taking into account expected supply and demand, and production costs. – Operating and maintenance costs. Estimated on the basis of historical costs and on the basis of best forecasts when no historical data are available. Supply: – Supply margin. Forecasts concerning trends in customer numbers and demand were used, considering unit margins of the contracts in place and estimates of these figures in contract renewals. – The projected flows include: • The unit values for financing the energy subsidy (“bono social”). • The ban on cutting off gas and electricity supplies to vulnerable customers is maintained until 31 December 2026. Discount rates and growth rates used The pre-tax discount rates and the growth rates considered for 2025 and 2024, calculated as indicated in Note 3.19, are as follows: Discount rate 2025 2024 Networks Electricity Networks Spain 6.8 % 6.8 % Gas and Electricity Networks Latin America 10.9% - 22.1% 10.3% - 22.1% Gas Networks Argentina (1) 16.6 % 22.1 % Energy Markets Thermal Generation Spain 8.2 % 8.5 % Thermal Generation Latin America 9.8% - 13.1% 9.5%-12.9% Renewable Generation Spain 6.9% 7.0 % Hydroelectric Generation Spain 7.2 % 7.3 % Latin America Renewables 11.3% - 18.2% 10.9%-18.1% Australia Renewables 9.2 % 9.1 % USA Renewables 7.7 % 7.4 % Renewable Gases 7.8 % - 8.6 % 8.4 % Supply 7.1 % 7.6 % (1) Rate determined in USD Annual Report of Naturgy Energy Group, S.A. 2025 39
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Growth rate 2025 2024 Networks Electricity Networks Spain 2.0 % 2.0 % Gas and Electricity Networks Latin America 2% - 6.5% 1.6%-7.9% Gas Networks Argentina 6.5 % 7.9 % Energy Markets Thermal Generation Spain 2.0 % 1.9 % Thermal Generation Latin America 2.7 % 1.8 % Renewable Generation Spain 2.0 % 1.9 % Hydroelectric Generation Spain 2.0 % 1.9 % Latin America Renewables 2.7%- 3.6% 1.8% - 2.9% Australia Renewables 2.1 % 2.5 % USA Renewables 2.7 % 1.8 % Renewable Gases 2.0% 1.9 % Supply (0.04) % (0.1) % Sensitivity analysis A sensitivity analysis has been carried out for holdings in Group companies, where their carrying amount coincides with the results of the impairment tests described above. The variations in the key assumptions, taken separately, and the impact on the recoverable value for each of the holdings in group companies were considered for the following companies: Naturgy Generación, S.L.U.: the result of the sensitivity analysis is as follows: – an increase in the discount rate of 50 basis points would not entail any impairment. – a decrease in the growth rate of 50 basis points would not entail any impairment. – a 5% decrease in electricity output would not entail any impairment. – a €1/MWh decrease in the average electricity price over the remaining life of the facility would entail a Euros 12 million reduction in the CGU's fair value but would not give rise to impairment. For the other holdings in group companies, in 2025 the Company carried out a sensitivity analysis on the unfavourable variations which, drawing on historical experience, could reasonably impact the aforementioned sensitive aspects on the basis of which the recoverable amounts were determined. Specifically, the most significant sensitivity analyses performed were as follows: Increase Decrease Discount rate 50 basis points. — Growth rate — 50 basis points. Electricity generated — 5 % Electricity price — 5 % Fuel procurement costs 5 % — Tariff/remuneration performance — 5 % Operating and maintenance costs 5 % — Investments 5 % — These sensitivity analyses, performed separately for each basic assumption, would not affect the conclusions drawn to the effect that the recoverable amount exceeds the carrying amount for each of those group companies. Furthermore, considering historical trends in the main energy variables and remuneration models, no changes were observed that, even if replicated in the future, might lead to additional impairment. Annual Report of Naturgy Energy Group, S.A. 2025 40
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Note 5. Intangible assets This heading breaks down as follows: Patents, licences, trademarks and other Computer software Subtotal Goodwill Total Cost 1 1 2 815 817 Accumulated amortisation (1) — (1) (815) (816) Carrying value as at 1.1.2024 — 1 1 — 1 Investment — 32 32 — 32 Depreciation charge — (8) (8) — (8) Carrying value as at 31.12.2024 — 25 25 — 25 Cost 1 33 34 815 849 Accumulated amortisation (1) (8) (9) (815) (824) Carrying value as at 1.1.2025 — 25 25 — 25 Investment — 13 13 — 13 Depreciation charge — (11) (11) — (11) Carrying value as at 31.12.2025 — 27 27 — 27 Cost 1 41 42 815 857 Accumulated amortisation (1) (14) (15) (815) (830) Carrying value as at 31.12.2025 — 27 27 — 27 Goodwill derived from the vertical merger of Unión Fenosa, S.A. completed in 2009 and was attributable to the benefits and synergies arising from the integration with Naturgy. It has been fully amortised since 2019. The Company invested Euros 13 million in computer applications in 2025. In 2024, prior to the liquidation of Naturgy Informática, S.A.U. (Notes 4 & 7), the Company acquired its assets, consisting of software licenses and computer hardware. The net value of these software applications amounts to Euros 23 million. Fully amortised software licences in the amount of Euros 5 million were derecognised in 2025 (zero in 2024). Note 6. Property, plant and equipment The amounts and changes in the property, plant and equipment accounts in 2025 and 2024 are shown below: Land and buildings Other property, plant and equipment Total Cost 162 26 188 Accumulated amortisation (78) (13) (91) Carrying value as at 1.1.2024 84 13 97 Investment 1 12 13 Divestment (5) — (5) Depreciation charge (8) (4) (12) Carrying value as at 31.12.2024 72 21 93 Cost 152 36 188 Accumulated amortisation (80) (15) (95) Carrying value as at 1.1.2025 72 21 93 Investment 3 3 6 Depreciation charge (8) (4) (12) Carrying value as at 31.12.2025 67 20 87 Cost 152 38 190 Accumulated amortisation (85) (18) (103) Carrying value as at 31.12.2025 67 20 87 Annual Report of Naturgy Energy Group, S.A. 2025 41
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Other property, plant and equipment include the hardware acquired from Naturgy Informática, S.A.U. in 2024 in the amount of Euros 8 million (Notes 4 & 7). Also, during 2024, the Company sold the Sabadell Museum building for Euros 3 million, recognising a loss of Euros 2 million under "Gain/(loss) on disposals of tangible fixed assets". During 2025, fully depreciated assets totalling Euros 4 million were derecognised, of which Euros 3 million related to buildings and Euros 1 million to property, plant and equipment (Euros 5 million as at 31 December 2024, of which Euros 4 million related to buildings and Euros 1 million to other property, plant and equipment). Property, plant and equipment includes fully depreciated assets in use as at 31 December 2025 amounting to Euros 28 million, of which Euros 16 million relate to buildings (Euros 24 million in 2024, of which Euros 14 million related to buildings). It is Company policy to arrange insurance where deemed necessary to cover risks that could affect its property, plant and equipment. As at 31 December 2025 and 2024, the Company had no investment commitments. Note 7. Investments in Group companies and associates The classification of investments in Group companies and associates by category as at 31 December 2025 and 2024 is as follows: 31.12.2025 Financial assets at cost Financial assets at amortised cost Total Equity instruments 15,855 — 15,855 Loans — 11,920 11,920 Non-current 15,855 11,920 27,775 Loans — 957 957 Other financial assets — — — Current — 957 957 TOTAL 15,855 12,877 28,732 31.12.2024 Financial assets at cost Financial assets at amortised cost Total Equity instruments 15,994 — 15,994 Loans — 12,661 12,661 Non-current 15,994 12,661 28,655 Loans — 1,224 1,224 Other financial assets — 2 2 Current — 1,226 1,226 TOTAL 15,994 13,887 29,881 Movements during the year in non-current investments in group companies and associates are as follows: Annual Report of Naturgy Energy Group, S.A. 2025 42
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Holdings in group companies Loans to group companies Holdings in associates Total Balance at 01.01.2024 15,878 13,997 4 29,879 Additions 48 340 — 388 Divestments (1) (37) — (38) Reclassification — (1,639) — (1,639) Charge/reversal provisions 65 — — 65 Balance at 31.12.2024 15,990 12,661 4 28,655 Additions 15 117 — 132 Divestments (184) (38) — (222) Reclassification — (820) — (820) Charge/reversal provisions 30 — — 30 Balance as at 31.12.2025 15,851 11,920 4 27,775 The main corporate transactions carried out by the Company were as follows: 2025 – Cash contribution of Euros 4 million to offset losses of the company Naturgy Innovahub, S.L.U. – Cash contribution of Euros 10 million to offset losses of the company Comercializadora Regulada, Gas&Power, S.A. – The distribution of dividends by Naturgy Generación, S.L.U. in the amount of Euros 83 million was recognised as a decrease in the carrying amount of that company. – Part of the dividend payment by Naturgy Engineering, S.L. in the amount of Euros 1 million was recognised as a decrease in the carrying amount of that company. – Acquisition of 170 shares in Naturgy Iberia, S.A. from group company La Propagadora del Gas, S.A. for an amount of Euros 0.1 million, as a result of which the Company became the sole shareholder of that company. – Within the framework of the early expiration of the long-term variable incentive plan (ILP) approved by the Board of Directors on 18 February 2025 (Note 11), Euros 100 million of the share premium of Naturgy Participaciones, S.A.U. was distributed together with the surplus generated since the acquisition of shares of Naturgy Energy Group, S.A., in the amount of Euros 95 million. The distribution of the share premium was recognised as a decrease in the carrying amount of the holding in this company, and the surplus distributed was recognised under Other equity instruments with a balancing entry in the account payable for the purchase of the shares on 14 May 2025 (Note 11). 2024 – Acquisition of one share in the company Naturgy Informática, S.A. with the result that it became that company's sole shareholder, and subsequent liquidation of that company. The holding was derecognised for an amount of Euros 1 million. Also, prior to the liquidation of Naturgy Informática, S.A.U., in April 2024 the Company acquired its assets, mainly software licenses and computer hardware. This acquisition was offset by the Company against intercompany loans granted to Naturgy Informática, S.A.U. prior to the transaction date, for a net amount of Euros 37 million. – Cash contribution of Euros 1 million to offset losses of the company Naturgy Innovahub, S.L.U. – Cash contribution of Euros 22 million to offset losses incurred by Naturgy Nuevas Energías, S.L.U. Annual Report of Naturgy Energy Group, S.A. 2025 43
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– Cash contribution of Euros 17 million to offset losses incurred by Petroleum Oil&Gas España, S.A. – Cash contribution of Euros 8 million to offset losses incurred by Naturgy Commodities Trading,S.A. The cumulative provision for the impairment of holdings in Group companies and associates totals Euros 2,154 million as at 31 December 2025 (Euros 2,185 million as at 31 December 2024), relating basically to the following companies (Note 4): 2025 2024 Variation Naturgy Generación, S.L.U. 1,939 2,015 (76) Petroleum, Oil & Gas España, S.A. 89 94 (5) Comercializadora Regulada, Gas & Power, S.A. 50 — 50 Naturgy Commodities Trading, S.A. 29 31 (2) Lignitos de Meirama, S.A. 28 29 (1) Naturgy Innovahub, S.L.U. 7 1 6 Naturgy Engineering, S.L. 5 5 — Naturgy Participaciones, S.A.U 5 — 5 Naturgy Finance Iberia, S.A.U. 2 — 2 Naturgy Nuevas Energías, S.L.U. — 5 (5) General de Edificios y Solares, S.L. — 5 (5) Total 2,154 2,185 (31) Financial income from dividends received from holdings in equity instruments of group and associated companies in 2025 and 2024 relates to the following companies: 2025 2024 Gas Natural Comercializadora, S.A. 570 100 Naturgy Iberia, S.A. 235 121 Naturgy Distribución Latinoamérica S.A. 229 156 Holding Negocios Electricidad, S.A. 150 160 Global Power Generation, S.A.U. 73 — Holding Negocios Gas, S.A. 52 16 Naturgy Ciclos Combinados, S.L.U. 50 141 Naturgy Generación Térmica, S.L.U. 12 26 Naturgy Infraestructuras EMEA, S.L. 12 21 Naturgy Finance Iberia, S.A.U. (*) 5 3 La Propagadora del Gas, S.A. 1 — Naturgy Engineering, S.L. 1 — Naturgy Aprovisionamientos, S.A. — 205 Naturgy Capital Markets, S.A. — 1 Total 1,390 950 (*) On 28 May 2024, Naturgy Finance BV registered a cross border conversion to Naturgy Finance Iberia, S.A., transferring its registered offices and domicile for tax purposes from the Netherlands to Spain. Gain/(loss) on disposals of equity interests in Group companies and associates As at 31 December 2025, there were no gains or losses on disposals of holdings in group companies and associates. In 2024, a loss of Euros 1 million was recognised for miscellaneous expenses associated with the liquidation and sale of holdings in group companies. The breakdown of shareholdings in group companies is set out below: Annual Report of Naturgy Energy Group, S.A. 2025 44
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Data as at 31 December 2025 (*) % interest Equity Company Registered Office Activity Carrying Value 2025 Direct Indirect Total Capital Reserves (1) Profit/(loss) Interim dividend Other (2) EQUITY Naturgy Aprovisionamientos, S.A. Spain Gas supply 409 100.0 — 100.0 1 393 380 — (7) 767 Sagane, S.A. Spain Gas supply 42 100.0 — 100.0 95 (9) 1 — — 87 Naturgy Comercializadora Empresas, S.A.U. Spain Gas supply — 100.0 — 100.0 — — — — — — Gas Natural Comercializadora, S.A. Spain Gas and electricity supply 515 100.0 — 100.0 3 469 223 — 30 725 Comercializadora Regulada, Gas & Power, S.A. Spain Gas and electricity supply 81 100.0 — 100.0 2 53 (50) — (3) 2 Naturgy Commodities Trading, S.A. Spain Gas and electricity supply 14 100.0 — 100.0 11 1 2 — — 14 Naturgy Iberia, S.A. Spain Gas and electricity supply 494 100.0 — 100.0 3 440 105 — — 548 Naturgy Clientes, S.A. Spain Gas and electricity supply 4 100.0 — 100.0 — 33 194 — (37) 190 Holding Negocios Electricidad, S.A. Spain Electricity distribution 3,653 100.0 — 100.0 — 3,160 83 — — 3,243 Holding de Negocios de Gas, S.A. Spain Gas distribution 4,475 80.0 — 80.0 — 5,951 292 — — 6,243 Naturgy Generación, S.L.U. Spain Electricity generation 1,027 100.0 — 100.0 732 219 75 — 1 1,027 Naturgy Renovables, S.L.U. Spain Electricity generation 2,041 100.0 — 100.0 113 1,354 (37) — 20 1,450 Global Power Generation, S.A. Spain Electricity generation 647 75.0 — 75.0 20 923 252 — (24) 1,171 Toledo PV A.I.E. Spain Electricity generation — 33.3 — 33.3 — 1 — — — 1 La Propagadora del Gas Spain Electricity generation 12 100.0 — 100.0 10 2 — — — 12 Naturgy Ciclos Combinados, S.L.U. Spain Electricity generation 762 100.0 — 100.0 320 615 339 (50) (5) 1,219 Naturgy Generación Térmica, S.L. Spain Electricity generation 13 100.0 — 100.0 — 23 (3) — 3 23 Petroleum, Oil & Gas España, S.A. Spain Gas infrastructures 6 32.3 67.7 100.0 4 1 13 — — 18 Liginitos de Meirama, S.A. Spain Mining 17 100.0 — 100.0 23 (6) — — — 17 Natural Re, S.A. Luxembourg Insurance 9 100.0 — 100.0 5 57 (6) — — 56 General de Edificios y Solares, S.L. Spain Services 63 100.0 — 100.0 34 24 9 — — 67 Naturgy Capital Markets, S.A. Spain Financial services — 100.0 — 100.0 — — — — — — Naturgy Finance Iberia, S.A. Spain Financial services 6 100.0 — 100.0 — 6 — — — 6 Naturgy Participaciones, S.A. Spain Financial services 6 100.0 — 100.0 — — 74 (68) — 6 Unión Fenosa Preferentes, S.A.U. Spain Financial services — 100.0 — 100.0 — 1 — — — 1 Naturgy Innovahub, S.L.U. Spain Services — 100.0 — 100.0 1 4 (3) — — 2 Naturgy Engineering, S.L. Spain Engineering services 15 100.0 — 100.0 — 16 — — (1) 15 Naturgy Ingenieria Nuclear, S.L. Spain Engineering services 1 100.0 — 100.0 — 2 — — — 2 Naturgy Distribución Latinoamérica, S.A. Spain Electricity generation 557 100.0 — 100.0 402 166 150 — — 718 Naturgy Nuevas Energías, S.L.U. Spain Services 44 100.0 — 100.0 — 16 (5) — — 11 Naturgy Infraestructuras EMEA, S.L. Spain Electricity generation 88 100.0 — 100.0 — 212 69 — — 281 Naturgy Inversiones Internacionales, S.A. Spain Electricity generation 850 100.0 — 100.0 250 329 152 — (182) 549 Total 15,851 (1) Includes the share premium, reserves, prior-year losses, contributions and retained earnings. (2) Includes value change adjustments, other equity instruments and grants, donations and bequests. (*) Annual accounts updated based on the latest available information Annual Report of Naturgy Energy Group, S.A. 2025 45
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Data at 31 December 2024 (*) % interest Equity Company Registered Office Activity Carrying Value 2024 Direct Indirect Total Capital Reserves (1) Profit/(loss) Interim dividend Other (2) EQUITY Naturgy Aprovisionamientos, S.A. Spain Gas supply 409 100.0 — 100.0 1 592 (199) — (175) 219 Sagane, S.A. Spain Gas supply 42 100.0 — 100.0 95 8 (17) — — 86 Naturgy Comercializadora Empresas, S.A.U. Spain Gas supply — 100.0 — 100.0 — — — — — — Gas Natural Comercializadora, S.A. Spain Gas and electricity supply 515 100.0 — 100.0 3 469 569 — 18 1,059 Comercializadora Regulada, Gas & Power, S.A. Spain Gas and electricity supply 121 100.0 — 100.0 2 61 (18) — — 45 Naturgy Commodities Trading, S.A. Spain Gas and electricity supply 12 100.0 — 100.0 11 11 (10) — — 12 Naturgy Iberia, S.A. Spain Gas and electricity supply 494 100.0 — 100.0 3 218 478 — — 699 Naturgy Clientes, S.A Spain Gas and electricity supply 4 100.0 — 100.0 — 1 11 — — 12 Holding Negocios Electricidad, S.A. Spain Electricity distribution 3,653 100.0 — 100.0 — 3,264 46 — — 3,310 Holding de Negocios de Gas, S.A. Spain Gas distribution 4,475 80.0 — 80.0 — 5,796 221 — — 6,017 Naturgy Generación, S.L.U. Spain Electricity generation 1,035 100.0 — 100.0 732 209 92 — 1 1,034 Naturgy Renovables, S.L.U. Spain Electricity generation 2,041 100.0 — 100.0 113 1,327 26 — 12 1,478 Global Power Generation, S.A. Spain Electricity generation 648 75.0 — 75.0 20 819 199 — 118 1,156 Toledo PV A.I.E. Spain Electricity generation — 33.3 — 33.3 — — 1 — — 1 La Propagadora del Gas Spain Electricity generation 12 100.0 — 100.0 10 2 1 — — 13 Naturgy Ciclos Combinados, S.L.U Spain Electricity generation 761 100.0 — 100.0 320 627 (13) — 4 938 Naturgy Generación Térmica, S.L Spain Electricity generation 13 100.0 — 100.0 — 24 11 — 2 37 Petroleum, Oil & Gas España, S.A. Spain Gas infrastructures 1 32.3 67.7 100.0 4 55 (55) — — 4 Liginitos de Meirama, S.A. Spain Mining 17 100.0 — 100.0 23 (7) — — — 16 Natural Re, S.A. Luxembourg Insurance 9 100.0 — 100.0 5 38 8 — 19 70 General de Edificios y Solares, S.L. Spain Services 58 100.0 — 100.0 34 23 1 — — 58 Naturgy Capital Markets, S.A. Spain Financial services — 100.0 — 100.0 — — — — — — Naturgy Finance Iberia, S.A.U. Spain Financial services 7 100.0 — 100.0 — 5 5 — — 10 Naturgy Participaciones, S.A. Spain Financial services 110 100.0 — 100.0 — 130 (3) — — 127 Unión Fenosa Preferentes, S.A.U. Spain Financial services — 100.0 — 100.0 — 1 — — — 1 Naturgy Innovahub, S.L.U. Spain Services 2 100.0 — 100.0 1 — (1) — — — Naturgy Engineering, S.L. Spain Engineering services 16 100.0 — 100.0 — 15 2 — (1) 16 Naturgy Ingenieria Nuclear, S.L. Spain Engineering services 1 100.0 — 100.0 — 1 1 — — 2 Naturgy Distribución Latinoamérica, S.A. Spain Electricity generation 557 100.0 — 100.0 402 165 229 — — 796 Naturgy Nuevas Energías, S.L.U. Spain Services 38 100.0 — 100.0 2 29 (15) — — 16 Naturgy Infraestructuras EMEA, S.L. Spain Electricity generation 89 100.0 — 100.0 — 212 13 — — 225 Naturgy Inversiones Internacionales, S.A. Spain Electricity generation 850 100.0 — 100.0 250 251 77 — (172) 406 Total 15,990 (1) Includes the share premium, reserves, prior-year losses, contributions and retained earnings. (2) Includes value change adjustments, other equity instruments and grants, donations and bequests. (*) Annual accounts updated according to the latest available information at the date of authorisation of the 2024 annual accounts Annual Report of Naturgy Energy Group, S.A. 2025 46
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Loans to group companies and associates and other financial assets Non-current receivables from Group companies amounted to Euros 11,920 million as at 31 December 2025 (Euros 12,261 million as at 31 December 2024), maturing as follows: Maturity 31.12.2025 31.12.2024 2026 — 1,000 2027 3,087 4,647 2028 2,256 1,569 2029 2,499 2,513 2030 1,080 1,000 2031 and subsequent 2,998 1,932 Total 11,920 12,661 Set out below are movements during 2025 and 2024 in loans and other current financial assets: Loans to group companies Other financial assets Total Balance at 01.01.2024 291 3 294 Aumentos 307 — 307 Desinversiones (379) (1) (380) Reclasificaciones/Traspasos 1,005 — 1,005 Balance at 31.12.2024 1,224 2 1,226 Aumentos 299 — 299 Desinversiones (206) — (206) Reclasificaciones/Traspasos (360) — (360) Diferencias de cambio — (2) (2) Balance at 31.12.2025 957 — 957 There are no significant differences between carrying values and fair values in the balances under Loans to Group companies and other receivables. The "Receivables from Group companies" heading consists of receivables from Group companies totalling Euros 879 million (Euros 1,137 million in 2024) and also receivables from Group companies relating to consolidated corporate income tax amounting to Euros 162 million and to consolidated VAT amounting to Euros 1 million (Euros 61 million in 2024 relating to consolidated corporate income tax and Euros 1 million relating to consolidated VAT). Receivables from Group companies also include accrued outstanding interest of Euros 78 million (Euros 87 million in 2024). Receivables from group companies and associates accrued interest in 2025 at a rate of 4.83% (5.11% in 2024) for non-current loans and 3.33% (4.77% in 2024) for current loans. Note 8. Investments Investments by class and category as at 31 December 2025 and 2024 break down as follows: Annual Report of Naturgy Energy Group, S.A. 2025 47
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31 December 2025 Financial assets at amortised cost At cost Hedging derivatives Total Equity instruments — 3 — 3 Derivatives (Note 14) — — 18 18 Other financial assets 4 — — 4 Non-current investments 4 3 18 25 Derivatives (Note 14) — — 8 8 Other financial assets 1 — — 1 Current investments 1 — 8 9 Total 5 3 26 34 At 31 December 2024 Financial assets at amortised cost At cost Hedging derivatives Total Equity instruments — 4 — 4 Derivatives (Note 14) — — 11 11 Other financial assets 3 — — 3 Non-current investments 3 4 11 18 Derivatives (Note 14) — — 19 19 Other financial assets 2 — — 2 Current investments 2 — 19 21 Total 5 4 30 39 Financial assets at fair value as at 31 December 2025 and 2024 are classified as follows: 31.12.2025 31.12.2024 Financial assets Level 1 (quoted price in an active market) Level 2 (observable variables) Level 3 (unobservable variables) Total Level 1 (quoted price in an active market) Level 2 (observable variables) Level 3 (unobservable variables) Total Hedging derivatives — 26 — 26 — 30 — 30 Total — 26 — 26 — 30 — 30 The movements in financial assets in 2025 and 2024, based on the method applied for calculating their fair value, are as follows: 2025 2024 Level 1 (quoted price in an active market) Level 2 (observable variables) Level 3 (unobservabl e variables) Total Level 1 (quoted price in an active market) Level 2 (observable variables) Level 3 (unobservabl e variables) Total At 1 January — 30 — 30 — 56 — 56 Additions — — — — — — — — Decrease — (4) — (4) — (26) — (26) At 31 December — 26 — 26 — 30 — 30 Financial assets at cost All financial assets at cost as at 31 December 2025 and 2024 relate to unlisted shareholdings. Annual Report of Naturgy Energy Group, S.A. 2025 48
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Financial assets at amortised cost The balance as at 31 December 2025 and 2024 is as follows: 31.12.2025 31.12.2024 Deposits and guarantee deposits 4 3 Non-current 4 3 Deposits and guarantee deposits 1 2 Current 1 2 Total 5 5 The fair values and carrying amounts of these assets do not differ significantly. The breakdown by maturities as at 31 December 2025 and 2024 is as follows: Maturities 31.12.2025 31.12.2024 Before 1 year 1 2 Between 1 and 5 years 2 2 More than 5 years 2 1 Total 5 5 Note 9. Other non-current assets and Trade and other receivables The “Other non-current assets” and “Trade and other receivables” headings as at 31 December 2025 and 2024, classified by nature and category, are as follows: 31.12.2025 At fair value through profit and loss Amortised cost Total Derivatives (Note 14) 2 — 2 Other non-current assets 2 — 2 Derivatives (Note 14) 128 — 128 Other assets — 57 57 Trade and other receivables 128 57 185 Total 130 57 187 31.12.2024 At fair value through profit and loss Amortised cost Total Derivatives (Note 14) 90 — 90 Other non-current assets 90 — 90 Derivatives (Note 14) 280 — 280 Other assets — 133 133 Trade and other receivables 280 133 413 Total 370 133 503 Fair value through profit and loss Financial assets recognised at fair value as at 31 December 2025 and 2024 are classified as follows: Annual Report of Naturgy Energy Group, S.A. 2025 49
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31.12.2025 31.12.2024 Financial assets Level 1 (quoted price in an active market) Level 2 (observable variables) Level 3 (unobservable variables) Total Level 1 (quoted price in an active market) Level 2 (observable variables) Level 3 (unobservable variables) Total Fair value through profit or loss — 130 — 130 — 370 — 370 Total — 130 — 130 — 370 — 370 The "Derivatives" heading contains the market valuation of unsettled open interest with a debit balance corresponding to operating derivatives arranged by the Company to hedge gas prices of other group companies. As at 31 December 2025, the balance of derivatives with group companies is Euros 41 million, all classified as current, there being no non-current amounts (Euros 61 million non-current and Euros 267 million current as at 31 December 2024). Amortised cost The breakdown of this account is as follows: 31.12.2025 31.12.2024 Trade receivables 13 17 Trade receivables, group companies and associates 28 36 Sundry receivables — 74 Provision (13) (13) Current tax assets 12 — Other amounts receivable to Public Administrations 17 19 Total 57 133 In general, amounts billed pending collection do not bear interest, the average maturity period being less than 30 days. The balance of the "Sundry debtors" account in 2024 is the Company's account receivable following notification on 17 July 2024 of the Supreme Court ruling of 4 July 2024 in relation to the enforcement of the judgement for the amounts paid by the group's non-regulated supply companies to finance the energy subsidy, which was received in the first half of 2025. As at 31 December 2024, the Company recognised unmatured balances totalling Euros 60 million which were factored without recourse and, consequently, were derecognised from "Current tax assets" in the balance sheet. As at 31 December 2025, no amount of current tax assets had been factored. Movements in the bad debt provision are as follows: 2025 2024 At 1 January (13) (26) Net charge for the year — 17 Other — (4) At 31 December (13) (13) There were no changes in the provision for bad debts in 2025. The net provision for 2024 reflects the agreement signed by the Company and the Naturgy Group's generation and supply companies in connection with the transfer of the accounts receivable for outstanding settlements in the wholesale electricity market, in which the Company acted as representative until 30 June 2019 (Note 14). The "Other" item includes the balances of the provision for bad debts arising from the liquidation of Naturgy Informática, S.A.U. (Notes 4, 7 & 14). Annual Report of Naturgy Energy Group, S.A. 2025 50
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Note 10. Cash and cash equivalents Cash and cash equivalents include: 31.12.2025 31.12.2024 Cash at banks and in hand 1,349 2,169 Other cash equivalents 951 967 Total 2,300 3,136 "Other cash equivalents" relates mainly to: – Bank deposits arranged between October and December 2025 maturing in less than three months for an amount of Euros 400 million (Euros 530 million as at 31 December 2024) plus the associated interest. – Cash pooling balances with group companies and associates plus interest amounting to Euros 544 million (Euros 235 million as at 31 December 2024). – In 2024, this item also included two short-term deposits amounting to Euros 200 million arranged in November and December 2024 with a term of less than 3 months linked to CO2 emission rights, consisting of a spot purchase transaction and a simultaneous forward sale with the same counterparty, the same risk and a guaranteed return, as well as the associated interest. These deposits are readily convertible into specified amounts of cash, can be cancelled at any time without penalty, and are subject to a negligible risk of changes in value. Note 11. Equity The main equity items are as follows: Share capital and share premium The variations in 2025 and 2024 in the number of shares and in the share capital and share premium accounts are as follows: Number of shares Share capital Share premium Total 01.01.2024 969,613,801 970 3,808 4,778 Variation — — — — 31.12.2024 969,613,801 970 3,808 4,778 Variation — — — — 31.12.2025 969,613,801 970 3,808 4,778 All issued shares are fully paid up and carry equal voting and dividend rights. There were no movements in the number of shares or in the "Share capital" and "Share premium" accounts during 2025 and 2024. Annual Report of Naturgy Energy Group, S.A. 2025 51
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The Company's Board of Directors, for a maximum term of five years as from 15 March 2022, is empowered to increase share capital by a maximum of 50% of the Company's share capital at the time of the authorisation, at one or more times, through cash payments at the time and in the amount that it deems fit, by issuing ordinary, privileged or redeemable shares, with or without voting rights, with or without a share premium, without requiring any further authorisation from the shareholders, with the power to partly or wholly override preferential subscription rights, up to a limit of 20% of share capital at the date of this authorisation, and to amend the Articles of Association as required due to the capital increase or increases performed by virtue of that authorisation, with provision for incomplete subscription, all in accordance with the provisions of Article 297.1.b) of the Capital Companies Law. Additionally, based on this authorisation, it may carry out any necessary procedures and actions before domestic and overseas securities market agencies to request the listing, continuance and/or, as the case may be, delisting of the issued shares. The Spanish Companies Law specifically allows the use of the share premium balance to increase capital and imposes no specific restrictions on its use. The main holdings in the share capital of Naturgy Energy Group as at 31 December 2025 and 2024, based on the available public information and disclosures made to the Company, are as follows: % interest in share capital 2025 2024 - Fundación Bancaria Caixa d'Estalvis i Pensions de Barcelona, "la Caixa" (1) 26.0 26.7 - BlackRock, Inc. (2) 12.5 20.9 - CVC Capital Partners PLC (3) (4) 13.8 20.7 - Corporación Financiera Alba, S.A. (3) (5) 5.0 — - IFM Global Infrastructure Fund (6) 15.5 16.9 - Sonatrach (7) 4.1 4.1 (1) Holding through Criteria Caixa S.A.U. (2) The indirect shareholding is held mainly through GIP III Canary 1, S.à.r.l., which has a direct shareholding of 11.422% (20.641% as at 31 December 2024). Additionally, as at 31 December 2025, BlackRock, Inc. holds 0.092% of voting rights through financial instruments. (3) On 18 December 2025, Corporación Financiera Alba, S.A. (Alba), Rioja Investments S.à r.l., Rioja Luxembourg, S.à r.l. and Rioja Acquisition, S.à r.l. agreed to reorganise the investment structure in Naturgy, consisting of Alba ceasing to be a shareholder of Rioja Luxembourg and, indirectly, of Rioja Acquisition. As a result of this reorganisation, Alba Europe S.à r.l. now directly holds some of the shares in Naturgy that were previously owned by Rioja Acquisition. Consequently, on the same day, these companies agreed to terminate the shareholders' agreement that had been in force since 2018 and to replace it with a new shareholders' agreement between them in relation to Naturgy. (4) Through Rioja Acquisitions S.à r.l. (5) Through Alba Europe, S.à r.l. (6) Through Global InfraCo O (2), S.à.r.l. (7) Société Nationale pour la Recherche, la Production, le Transport, la Transformation et la Commercialisation des Hydrocarbures. All Naturgy shares are traded on the four official Spanish stock exchanges and the continuous market, and form part of Spain’s Ibex 35 stock index. On 31 December 2025, the share price of Naturgy Energy Group, S.A. stood at Euros 25.92. On 31 December 2024, the share price was Euros 23.38. Annual Report of Naturgy Energy Group, S.A. 2025 52
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In February 2024, Morgan Stanley Capital International (MSCI), a global benchmark for institutional investments and numerous mutual funds and exchange-traded funds, announced changes to the composition of several of its indexes. As a result, Naturgy ceased to be a component of several MSCI indices, effective as of market close on the last business day of February 2024. The exclusion was based on the market value of Naturgy's free float, which had fallen below MSCI's minimum inclusion thresholds, and was unrelated to the Group's operating and financial performance. As detailed in the section entitled “Own shares” in this note, Naturgy carried out several transactions that have enabled it to restore the level of free float required for its reinstatement in the MSCI indices. Consequently, in November 2025, MSCI announced that it would include Naturgy in its indices, effective from 25 November 2025. Reserves “Reserves” includes the following reserves: 2025 2024 Legal reserve 200 200 Statutory reserve 100 100 Voluntary reserves 9,731 9,731 Capital redemption reserve 31 31 Other reserves 296 300 Total 10,358 10,362 Legal reserve Appropriations to the legal reserve are made in compliance with the Spanish Capital Companies Law, which stipulates that 10% of profit must be transferred to this reserve until it represents at least 20% of share capital. The legal reserve can be used to increase capital in the part that exceeds 10% of the increased capital. Except for the use mentioned above, and as long as it does not exceed 20% of share capital, the legal reserve can only be used to offset losses in the event of no other reserves being available. Statutory reserve Under the Company’s Articles of Association, 2% of net profit for the year must be allocated to the statutory reserves until it reaches at least 10% of share capital. Capital redemption reserve Following approval at the ordinary general meeting of shareholders held on 26 May 2020, a capital reduction was made during the year through the redemption of treasury shares with a reduction of Euros 14 million in capital and 284 million in voluntary reserves. In addition, pursuant to Article 335 c) of the Spanish Capital Companies Law, a restricted capital redemption reserve was created for an amount equal to the par value of the redeemed shares. The total accumulated capital redemption reserve amounts to Euros 31 million as at 31 December 2025 and 2024. Voluntary reserve and other reserves This item relates basically to voluntary reserves for undistributed profits, also including the effects of the measurement of shareholdings in group companies as a result of transactions between group companies recognised in the same amounts as stated in Naturgy's consolidated annual accounts. In addition, as at 31 December 2025, the costs associated with the aforementioned voluntary tender offer for own shares, amounting to Euros 2 million, are recognised under Other reserves, as well as the net expenses for commissions and other costs associated with the accelerated placements of own shares in the amount of Euros 7 million and the gain/loss on those transactions, described in Note 1 and in the section on Treasury stock in this Note. Annual Report of Naturgy Energy Group, S.A. 2025 53
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Share-based payments On 31 July 2018, the Board of Directors approved a long-term variable incentive plan (ILP) for the Executive Chairman and other executives. The main characteristics of the plan were made public in the form of a regulatory disclosure on 6 December 2018 and were approved by the general meeting of shareholders on 5 March 2019. This incentive initially covered the term of the 2018 Strategic Plan but, on 25 November 2021, the Board decided to extend it to coincide with the new 2021 Strategic Plan. On 22 April 2024, at the proposal of the Executive Chairman and in order to be able to act with absolute independence and neutrality and to avoid any conflict of interest linked to the outcome of any potential bid for Naturgy shares, the Board of Directors approved an amendment to the Executive Chairman's long-term variable incentive plan. Through this amendment, the Company returned to the original remuneration scheme provided for in his February 2018 contract and in the Remuneration Policy approved by the Shareholders' Meeting in June 2018. The amended scheme was linked to the objectives of the Strategic Plan, and is no longer share-based. However, the main terms of the previous plan were maintained, such as the possibility of forfeiting the incentive, the duration and expiration of the plan, and the clawback clause. Additionally, under the amended plan, the Chairman may not receive more than he might have collected under the previous plan. The General Shareholders' Meeting on 25 March 2025 ratified the resolution adopted by the Board of Directors at a meeting on 22 April 2024. On 18 February 2025, Naturgy's Board of Directors approved the 2025 Strategic Plan and, consequently, the early expiry of the long-term variable incentive plan. Furthermore, based on a proposal of the Appointments, Remuneration and Corporate Governance Committee, the Board of Directors decided to settle in cash, instead of shares, the value of the surplus accumulated by the corporate vehicle in accordance with the conditions established initially. Following the approval of the early expiry of the long-term variable incentive plan, the rights vested early at the settlement date and, consequently, in the 2025 income statement, an amount of Euros 2 million (Euros 2 million in 2024) was recognised under "Personnel expenses" with a credit to "Other equity instruments" in the balance sheet (Note 20). Following the approval of the above-mentioned amendments to the long-term variable incentive plan by the Board of Directors and ratification by the General Shareholders' Meeting, the total liability of the commitment accrued since 2018 was recognised at settlement date fair value as a reclassification of equity and, subsequently, the 23 executives who were beneficiaries were paid. The settlement for the seven-year period from 2018 to 2024 amounted to Euros 9,584 thousand per year. Treasury shares Movements during 2025 and 2024 involving own shares of the Company are as follows: Number of shares In million euro % Capital At 1 January 2024 240,000 6 — Share Acquisition Plan — — — Delivered to employees — — — At 31 December 2024 240,000 6 — Acquisition of shares from Naturgy Alfa Investments, S.A.U. 8,639,595 200 0.9 Tender offer 88,000,000 2,332 9.1 1st accelerated placement (19,305,000) (506) (2.0) 2nd accelerated placement (34,100,000) (893) (3.5) Delivered to employees (254,365) (7) — 31 December 2025 43,220,230 1,132 4.5 Annual Report of Naturgy Energy Group, S.A. 2025 54
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On 25 March 2025, the Shareholders' Meeting authorised the Board of Directors to purchase fully paid Company shares in one or more transactions in a period of not more than five years; the nominal value of the shares directly or indirectly acquired, added to those already held by the Company and its subsidiaries, must not exceed 10% of share capital or any other limit established by law. The price or value of the consideration may not be lower than the par value of the shares nor exceed their listed price in the last stock market session prior to the transaction by more than 20%. 2025 Tender offer At the date of publication of the initial announcement of the tender offer (14 March 2025), Naturgy Alfa Investments, S.A.U., a subsidiary that is wholly-owned indirectly by the Company, held 8,639,595 shares in Naturgy Energy Group, S.A. On 25 March 2025, the Board of Directors unanimously adopted, among others, a resolution under which Naturgy Energy Group, S.A. would acquire the 8,639,595 shares of the Company owned by Naturgy Alfa Investments, S.A.U. at a price of Euros 26.50, in connection with the early termination of the long-term variable incentive plan agreed by the Company's Board of Directors at a meeting on 18 February 2025 (see "Share-based payments" section of this Note). On 14 May 2025, the Company executed this acquisition, recognising the acquired shares at the initial cost to Naturgy and adjusting the difference in Other equity instruments for an amount of Euros 29 million. On 25 March 2025, at an Ordinary General Meeting of Naturgy Energy Group, S.A., the shareholders resolved to approve a voluntary partial public tender offer for a maximum of 88,000,000 own shares, representing 9.08% of its share capital, addressed to all Naturgy shareholders. The offer was not directed at the 8,879,595 treasury shares held by the Company prior to its launch, which represented 0.92% of its share capital, which were blocked as part of the offer in order to prevent their transfer. Consequently, the offer was addressed to the holders of 960,734,206 shares of Naturgy, representing 99.08% of the share capital, with the aim of acquiring the maximum number of shares indicated above. The offer was for the purchase of shares for a consideration of Euros 26.50 per share, payable entirely in cash. The terms established in the offer were identical for all the shares of Naturgy to which the offer was extended, the offer being voluntary and with a price freely set by Naturgy in accordance with the provisions of Article 13.5 of Royal Decree 1066/2007, without being subject to the rules on equitable pricing in Article 9 of Royal Decree 1066/2007. Shareholders owning shares representing more than 10% of the capital of Naturgy Energy Group, S.A.: Criteria Caixa, S.A.U. (Fundación Bancaria Caixa d'Estalvis i Pensions de Barcelona); Rioja Acquisition S.à r.l. (CVC Capital Partners PLC); GIP III Canary 1, S.à r.l. (BlackRock, Inc.); and Global InfraCo O (2), S.à r.l. (IFM Global Infrastructure Fund), undertook to accept the offer with all of their shares. Since the offer was made in respect of a number of shares representing 9.08% of Naturgy's share capital, which is less than the 84.97% of the share capital in respect of which acceptance undertakings have been received, it was expected that the total number of shares that accepted the offer would exceed the number of shares to which the offer was extended. Consequently, the distribution and pro-rata apportionment mechanism provided for in article 38.1 of Royal Decree 1066/2007 was applied. The offer is part of the 2025-2027 Strategic Plan, one of whose core pillars is to restore adequate levels of free float, and its main purpose is for Naturgy to acquire treasury shares so that, when deemed reasonable, possible and appropriate in accordance with market conditions existing at any given time, some or all of these shares may be placed by the Company in an orderly manner, on one or more occasions, by the procedure and under the terms and conditions (including the price) that Naturgy's Board of Directors deems most appropriate, so as to increase the free float and advance towards the goal of returning to the main stock market indexes, especially those of the MSCI family. Naturgy expects to place on the market, during the term of the 2025-2027 Strategic Plan, both the shares acquired in the tender offer and all other treasury shares currently held by the Company. Annual Report of Naturgy Energy Group, S.A. 2025 55
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The resolution approved at the General Shareholders' Meeting on 25 March 2025 does not envisage that the shares so acquired may be cancelled and, pursuant to the 2025-2027 Strategic Plan's goal of increasing free-float share capital, on 6 May 2025, the Board of Directors undertook not to propose, during that period, that the General Shareholders' Meeting approve their cancellation. The offer was not a delisting offer as regulated in Article 65 of the Securities Markets and Investment Services Act (LMVSI) and Article 10 of Royal Decree 1066/2007, nor was it a tender offer for a capital reduction through the acquisition of treasury shares as regulated in Article 12 of Royal Decree 1066/2007. The acceptance period was from 30 May to 13 June 2025. On completion of the offer, the number of shares ultimately acquired as part of the offer totalled 88 million, resulting in a cash outlay of Euros 2,332 million. Consequently, as at 30 June 2025, the total number of Naturgy treasury shares amounted to 96,879,595. Placement of treasury stock During the second half of 2025, Naturgy carried out a series of transactions involving own shares as part of its strategy to return to the market the shares acquired in the tender offer described above, thereby helping to improve the share's liquidity and facilitating its inclusion in international stock market indices. On 7 August 2025, Naturgy completed two transactions involving the disposal of treasury shares: an accelerated placement of 19,305,000 shares (approximately 2.0% of share capital) carried out by an intermediary and aimed at qualified investors, which raised Euros 500 million, and a bilateral sale of 34,100,000 shares (approximately 3.5% of share capital) to an international financial institution, for an amount of Euros 883 million. In both transactions, the execution price was Euros 25.9 per share, i.e. the price of the tender offer (Euros 26.5 per share) adjusted for the interim dividend of € 0.60 per share paid on 30 July 2025. Simultaneously with the bilateral sale of 34,100,000 shares, Naturgy entered into a total return swap agreement with the buyer, a financial institution, under which Naturgy maintains economic exposure to the shares sold. Given that the swap is contingent upon the sale contract, the accounting effects are analysed jointly. The financial swap involves the intermediary placing the shares on the market under agreed conditions. At the time the swap was arranged, Naturgy did not make the initial payment of Euros 883 million, as the amount equivalent to the product of the number of shares covered by the contract and the agreed price is offset by the amount associated with the bilateral sale. At the time of settlement arising from the sale of shares to third parties: • Naturgy will pay a fixed amount equivalent to 1% of the initial amount, calculated on the basis of the shares sold to third parties and the period elapsed between contract signature and settlement; • the intermediary will pay the difference between the share placement price and their initial price; and • the intermediary will pay Naturgy the initial amount linked to the purchase of the placed shares. Furthermore, during the term of the swap agreement, Naturgy receives the dividends that the intermediary collects for the shares subject to the agreement. In November 2025, Naturgy received Euros 17 million under this heading, recognised under Other reserves. Given that Naturgy retains the risks and rewards associated with the shares, they are not derecognised from the group's balance sheet. This transaction is considered to be an intermediation for the placement of shares by the financial institution, there being no financing transaction or, therefore, financial liability, since the amount received from the sale is offset by the initial disbursement of the swap contract. In relation to the accelerated placement process, Naturgy undertook not to dispose of its remaining treasury shares and not to carry out any transaction aimed at reducing its economic exposure under the financial swap for a period of 60 days from the completion of the accelerated placement process. Annual Report of Naturgy Energy Group, S.A. 2025 56
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On 9 October 2025, Naturgy carried out another accelerated placement of 34,100,000 treasury shares (approximately 3.5% of share capital) among qualified investors, for a total amount of Euros 883 million, also for an execution price of Euros 25.9 per share and it also assumed a 60-day lock-up commitment on the remaining treasury shares, as well as an undertaking not to carry out any transaction aimed at reducing its economic exposure under the financial swap signed on 7 August 2025. The net amount received was Euros 879 million. As a result of these share placement transactions, a loss of Euros 16 million on transactions with own shares was recognised under Other reserves, without considering the associated expenses. Delivered to employees Executing the resolutions adopted by the Shareholders' Meeting of Naturgy Energy Group, S.A., the 2025 Share Ownership Plan for Naturgy employees in Spain who voluntarily applied was implemented. The Plan enables participants to receive part of their remuneration in the form of shares in Naturgy Energy Group, S.A., subject to an annual limit of Euros 12,000. During August 2025, a total of 254,365 shares worth Euros 7 million were distributed to employees. Following these transactions and taking into account the swap agreement, Naturgy owned 43,220,230 own shares as at 31 December 2025, i.e. 4.5% of share capital. 2024 No transactions involving own shares were carried out in 2024. Dividends Set out below is a breakdown of dividend payments made in 2025 and 2024: 2025 2024 % of Nominal Euro per share Amount % of Nominal Euro per share Amount Ordinary shares 180 % 1.80 1,682 140 % 1.40 1,357 Other shares (without voting rights, redeemable, etc.) — — — — — — Total dividends paid 180 % 1.80 1,682 140 % 1.40 1,357 a) Dividends charged to income statement or retained earnings 180 % 1.80 1,682 140 % 1.40 1,357 b) Dividends charged to reserves or share premium account — — — — — — c) Dividends in kind — — — — — — 2025 On 18 February 2025, the Board of Directors approved the proposal, for submission to the general meeting of shareholders, to distribute the Company's 2024 net profit and the retained earnings from previous years, as follows: AVAILABLE FOR DISTRIBUTION Profit..................................................................... 1,057 Retained earnings.........................................… 2,446 Available for distribution..…................... 3,503 DISTRIBUTION: TO DIVIDENDS: the gross aggregate amount will be equal to the sum of the following quantities (the “Dividend”): Annual Report of Naturgy Energy Group, S.A. 2025 57
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i. Euros 969 million ("the Total Interim Dividend"), corresponding to the two interim dividends for 2024 paid by Naturgy Energy Group, S.A., jointly equivalent to €1.00 per share by the number of shares that were not direct treasury shares on the relevant dates as approved by the Board of Directors in accordance with the interim accounting statements and with the legal requirements, which disclosed the existence of sufficient liquidity for the distribution of these interim dividends out of profit for 2024, and ii. the amount obtained by multiplying €0.60 per share by the number of shares that are not direct treasury shares on the date on which the shareholders of record entitled to receive the supplementary dividend (the “Supplementary Dividend”) are determined. Euros 969 million of that dividend had already been paid on 1 August and 6 November 2024. The supplementary dividend will be paid in the amount per share indicated above through the entities that are members of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear). That dividend will be paid to shareholders as from 9 April 2025. The Board of Directors is empowered, with express powers of substitution by the director(s) it deems fit, to perform all the actions that may be required or advisable to carry out the distribution and, in particular, without limitation, to designate the entity that is to act as payment agent. TO RETAINED EARNINGS: Determinable amount obtained by subtracting the dividend amount from the distribution base. TOTAL DISTRIBUTED …......................................................... 3,503 This proposal for the distribution of profits and retained earnings prepared by the Board for approval by the General Shareholders' Meeting included a supplementary payment of €0.60 per share for each qualifying share outstanding at the proposed date of payment, 9 April 2025. The general meeting of shareholders on 25 March 2025 approved a supplementary dividend of €0.60 per share for shares not directly held as treasury stock on the payment date, which was fully paid on 9 April 2025. After payment of the supplementary dividend, the amount allocated to retained earnings was Euros 1,952 million. At a meeting on 22 July 2025, the Board of Directors of Naturgy Energy Group, S.A. declared an interim dividend charged to 2025 profit of €0.60 per outstanding share, payable from 30 July 2025. The Company had sufficient liquidity to pay the dividend at the approval date, in accordance with the provisions of the Spanish Companies Act. The provisional liquidity statement as at 30 June 2025 drawn up by the directors on 22 July 2025 is as follows: Profit after tax 1,229 Reserves to be replenished — Maximum distributable amount 1,229 Forecast maximum interim dividend payment 524 Cash resources 1,864 Undrawn credit facilities 5,251 Total liquidity 7,115 On 28 October 2025, the Board of Directors of Naturgy Energy Group, S.A. declared a second interim dividend of €0.60 out of 2025 profit for shares not classified as direct treasury shares on the date on which the dividend was paid, i.e., 5 November 2025. Annual Report of Naturgy Energy Group, S.A. 2025 58
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The Company had sufficient liquidity to pay the dividend at the approval date, in accordance with the provisions of the Spanish Companies Act. The provisional liquidity statement as at 30 September 2025 drawn up by the directors on 28 October 2025 is as follows: Profit after tax 1,358 Reserves to be replenished — Maximum distributable amount 1,358 Interim dividend out of 2025 profit 524 Forecast maximum interim dividend payment 576 Cash resources 1,757 Undrawn credit facilities 5,250 Total liquidity 7,007 On 17 February 2026, the Board of Directors approved the following proposal for the distribution of the Company's 2025 net profit and retained earnings, for submission to the annual general meeting: Profit..................................................................... 1,321 Retained earnings............................................ 1,952 Available for distribution..…................... 3,273 AVAILABLE FOR DISTRIBUTION TO DIVIDENDS: amount whose gross amount will be equal to the sum of the following amounts (the "Dividend"): i. Euros 1,100 million ("the Total Interim Dividend"), corresponding to the two interim dividends for 2023 paid by Naturgy Energy Group, S.A., jointly equivalent to €1.20 per share by the number of shares that were not direct treasury shares on the relevant dates as approved by the Board of Directors in accordance with the interim accounting statements and in accordance with the legal requirements, which disclosed the existence of sufficient liquidity for the distribution of these interim dividends out of profit for 2025, and ii. the amount obtained by multiplying €0.57 per share by the number of shares that are not direct treasury shares on the date on which the shareholders of record entitled to receive the supplementary dividend (the “Supplementary Dividend”) are determined. Euros 1,100 million of that dividend had already been paid on 30 July and 5 November 2025. The supplementary dividend will be paid in the amount per share indicated above through the entities that are members of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear). That dividend will be paid to shareholders as from 31 March 2026. The Board of Directors was empowered, with express powers of substitution by the director(s) it deems fit, to perform all the actions that may be required or advisable to carry out the distribution and, in particular, without limitation, to designate the entity that is to act as payment agent. TO RETAINED EARNINGS: Determinable amount obtained by subtracting the dividend amount from the distribution base. TOTAL DISTRIBUTED …......................................................... 3,273 This proposal for the distribution of profits and retained earnings adopted by the Board for approval by the annual general meeting includes a supplementary payment of €0.57 per share for each qualifying share outstanding at the proposed date of payment, 31 March 2026. Annual Report of Naturgy Energy Group, S.A. 2025 59
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In the event that, at the time of distribution of the third and last instalment of the proposed 2025 dividend (€0.57 per share), the number of treasury shares is the same as at 2025 year-end, the amount allocated to retained earnings would be Euros 1.626 million. 2024 On 20 February 2024, the Board of Directors approved the proposal submitted to the general meeting of shareholders for the distribution of the Company's net profit for 2023 and retained earnings from previous years, as detailed in Note 11 to the annual accounts for the year ended 31 December 2023. This proposal for the distribution of profits and retained earnings prepared by the Board for approval by the General Shareholders' Meeting included a supplementary payment of €0.40 per share for each qualifying share outstanding at the proposed date of payment, i.e. 9 April 2024. The General Shareholders' Meeting on 2 April 2024 approved a supplementary dividend of €0.40 per share for shares not directly held as treasury stock on the payment date, which was fully paid in cash on 9 April 2024. Following payment of the supplementary dividend, the amount allocated to Retained earnings was Euros 2,446 million. At a meeting on 22 July 2024, the Company's Board of Directors declared a dividend out of 2024 profit of €0.50 per share, for those shares not classified as direct treasury stock on the distribution date; it was paid in full on 1 August 2024. On 29 October 2024, the Board of Directors of Naturgy Energy Group, S.A. declared a second interim dividend of €0.50 per share out of 2024 profit for shares not classified as direct treasury shares on the date on which the dividend was paid, 6 November 2024. Note 12. Provisions The breakdown of provisions at 31 December 2025 and 2024 is as follows: 31.12.2025 31.12.2024 Provisions for employee obligations 186 203 Other provisions 103 93 Non-current provisions 289 296 Provisions for employee obligations A breakdown of the provisions related to employee benefits is as follows: 2025 2024 Pensions and other similar obligations Other obligations with personnel Total Pensions and other similar obligations Other obligations with personnel Total At 1 January 185 18 203 190 14 204 Appropriations/reversals charged to income statement 6 12 18 6 4 10 Payments during the year (12) (20) (32) (14) — (14) Changes recognised directly in equity (4) — (4) (3) — (3) Transfers and other applications 1 — 1 6 — 6 At 31 December 176 10 186 185 18 203 Annual Report of Naturgy Energy Group, S.A. 2025 60
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Pensions and other similar liabilities Most of the Company’s post-employment obligations consist of the contribution of defined amounts to occupational pension plan systems. Nevertheless, at 31 December 2025 and 2024, the Company had the following defined benefit obligations for certain groups of workers: – Pensions to retirees, disabled persons, widows and orphans and other related groups. – Defined benefit supplement obligations to retired personnel of the legacy Unión Fenosa group who retired before November 2002 and a residual part of current personnel. – Coverage of retirement and death for certain employees. – Gas subsidy for current and retired personnel. – Electricity for current and retired personnel. – Obligations to employees that took early retirement until they reach official retirement age and early retirement plans. – Salary supplements and contributions to social security for a group of employees taking early retirement until they can access ordinary retirement. – Health care and other benefits. The amounts recognised in the balance sheet for pensions and similar obligations, as well as the movement in the current value of the obligations and the fair value of the plan assets are determined as follows: Present value of obligations 2025 2024 At 1 January 589 639 Interest cost 19 20 Changes recognised directly in equity (17) (18) Benefits paid (55) (58) Transfers and other 1 6 At 31 December 537 589 Fair value of plan assets At 1 January 404 449 Expected yield 13 14 Contributions (1) — Changes recognised directly in equity (13) (15) Benefits paid (42) (44) At 31 December 361 404 Provisions for pensions and similar obligations 176 185 The amounts recognised in the income statement for all the above-mentioned defined benefit plans are as follows: 2025 2024 Interest cost 6 6 Total charge to the income statement 6 6 Benefits for pensions and similar obligations, depending on the duration of the above commitments, are as follows: 2025 2024 1 to 5 years — — 5 to 10 years 12 14 More than 10 years 164 171 Provisions for pensions and similar obligations 176 185 Annual Report of Naturgy Energy Group, S.A. 2025 61
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The plan assets expressed as a percentage of total assets are as follows: % of total 2025 2024 Bonds 100 % 100 % Accumulated actuarial gains and losses, net of the tax effect, recognised directly in equity are positive in the amount of Euros 26 million as at 31 December 2025 (positive in the amount of Euros 22 million as at 31 December 2024). The change recognised in equity relates to actuarial losses and gains derived basically from variations in: 2025 2024 Financial assumptions — (1) Experience (4) (2) At 31 December (4) (3) The actuarial assumptions are as follows: 31.12.2025 31.12.2024 Discount rate (p.a.) 3.30% – 4.02% 2.66% – 3.49% Expected return on plan assets (p.a.) 3.30% – 3.78% 3.30% – 3.49% Future salary increases (p.a.) n/a 2.00 % Future pension increases (p.a.) 2.00 % 2.00 % Inflation rate (annual) 2.00 % 2.00 % Mortality table PER2020 Col 1st order PER2020 Col 1st order Life expectancy: Men • Retired at age 65 in the current year 25.27 25.13 • Employees 45 years old currently, at the time of retirement 27.75 27.63 Women • Retired at age 65 in the current year 28.98 28.85 • Employees 45 years old currently, at the time of retirement 31.25 31.15 These assumptions are equally applicable to all the obligations, irrespective of the origin of their collective bargaining agreements. The interest rates used to discount post-employment commitments are applied based on the period of each commitment and the reference curve is calculated applying observable rates for high-credit-quality corporate bonds (AA) issued in the Eurozone. The costs of health care have been measured on the basis of the expected costs of the premiums of the medical care policies taken out. A 1% increase in the cost of these premiums would not have a material impact on the liability recognised as at 31 December 2025 and 2024, nor would it produce a material variation in the ordinary financial costs for future years in relation to that recognised in 2025 and 2024. Other obligations with personnel In addition to the approval of the 2021 Strategic Plan, the term of the long-term incentive plan for Naturgy executives not included in the plan mentioned in Note 14 that was implemented with the 2018 Strategic Plan was extended. The amendment extended the term of the plan until 31 December 2025 for certain serving beneficiaries in order to contribute to the achievement of the 2021 Strategic Plan. Annual Report of Naturgy Energy Group, S.A. 2025 62
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As at 31 December 2024, the provision for this commitment amounted to Euros 18 million. As in the case of the incentive plan described in Note 11, on 18 February 2025, Naturgy's Board of Directors approved the settlement of the 2018-2024 multi-year incentive plan. The settlement in favour of this second group of executives, also for the seven-year period from 2018 to 2024, amounted to Euros 2,825 thousand per year. This amount was covered by the provisions that had been recognised for this purpose. In addition, at the general meeting held on 25 March 2025, the shareholders authorised the Board of Directors to establish a new multi-year variable remuneration scheme for all Naturgy executives, indexed to the annual shareholder return. This scheme will have an ordinary duration of three years, starting on 1 January 2025, will take the annual return obtained by a shareholder as a reference, considering an initial value of the shares and, as final value, the weighted average share price in the 90 calendar days prior to the end of the incentive period, also considering the dividends paid to shareholders during the incentive period. This new multi-year variable remuneration scheme generates economic rights whose amount remains contingent until the end of the plan period, meaning that the final amount cannot be confirmed until 31 December 2027. Assuming as likely that the degree of fulfilment of the established conditions is 100%, the amount accrued during 2025 would be Euros 10 million, of which Euros 7.7 million would correspond to senior management. Other non-current provisions The movement in other non-current provisions is as follows: 2025 2024 At 1 January 93 90 – Appropriations 10 4 – Reversals and payments — (5) Transfers and other — 4 At 31 December 103 93 “Other non-current provisions” mainly includes provisions recorded to cover obligations deriving from tax claims (Note 17). No provision for business contracts was deemed necessary at 31 December 2025 or 2024. As at 31 December 2025, the estimated payment period for these obligations is Euros 103 million between one and five years (Euros 93 million between one and five years in 2024). Note 13. Financial liabilities Set out below is a breakdown of financial liabilities, excluding “Trade and other payables”, at 31 December 2025 and 2024, by nature and category: Annual Report of Naturgy Energy Group, S.A. 2025 63
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31.12.2025 Amortised cost Hedging derivatives Total Bank borrowings 5,803 — 5,803 Other financial liabilities 1 — 1 Non-current borrowings 5,804 — 5,804 Bank borrowings 135 — 135 Derivatives (Note 14) — 3 3 Other financial liabilities 8 — 8 Current borrowings 143 3 146 Total 5,947 3 5,950 31.12.2024 Amortised cost Hedging derivatives Total Bank borrowings 5,342 — 5,342 Derivatives (Note 14) — 6 6 Other financial liabilities 1 — 1 Non-current borrowings 5,343 6 5,349 Bank borrowings 131 — 131 Derivatives (Note 14) — 2 2 Finance lease payables 1 — 1 Current borrowings 132 2 134 Total 5,475 8 5,483 Financial liabilities recognised at fair value as at 31 December 2025 and 2024 are classified as follows: 31.12.2025 31.12.2024 Financial liabilities Level 1 (quoted price in an active market) Level 2 (observable variables) Level 3 (unobservabl e variables) Total Level 1 (quoted price in an active market) Level 2 (observable variables) Level 3 (unobservabl e variables) Total Hedging derivatives — 3 — 3 — 8 — 8 Total — 3 — 3 — 8 — 8 The carrying amounts and fair value of non-current borrowings are as follows: Carrying amount Fair value 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Bank borrowings, derivatives and other financial liabilities 5,804 5,349 5,818 5,418 The fair value of loans with fixed interest rates is estimated on the basis of the discounted cash flows over the remaining terms of such debt. The discount rates were determined based on market rates available at 31 December 2025 and 2024 on borrowings with similar credit and maturity characteristics. These valuations are based on the quoted price of similar financial instruments in an official market or on observable information in an official market (Level 2). The movement in financial liabilities is as follows: Annual Report of Naturgy Energy Group, S.A. 2025 64
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Bank borrowings Derivatives Finance lease payables Other financial liabilities Total Balance as at 01.01.2024 2,547 — — 1 2,548 Additions 3,110 8 1 — 3,119 Decrease (184) — — — (184) Balance as at 31.12.2024 5,473 8 1 1 5,483 Additions 703 — — 8 711 Decrease (238) (5) (1) — (244) Balance as at 31.12.2025 5,938 3 — 9 5,950 The following tables describe borrowings and maturities at 31 December 2025 and 2024, taking into account the impact of derivative hedges. 2026 2027 2028 2029 2030 2031 and beyond Total 31 December 2025: Fixed 109 125 344 199 179 1,405 2,361 Floating 37 182 900 718 518 1,234 3,589 Total 146 307 1,244 917 697 2,639 5,950 2025 2026 2027 2028 2029 2030 and beyond Total At 31 December 2024: Fixed 91 91 91 309 263 1,407 2,252 Floating 43 10 455 1,536 435 752 3,231 Total 134 101 546 1,845 698 2,159 5,483 Setting aside the impact of derivatives on borrowings, fixed-rate debt would amount to Euros 599 million as at 31 December 2025 (Euros 700 million as at 31 December 2024) and floating-rate debt would amount to Euros 5,351 million as at 31 December 2025 (Euros 4,783 million as at 31 December 2024). The following tables describe the gross borrowings by currency as at 31 December 2025 and 2024 and their maturities, taking into account the impact of the derivative hedges: 2026 2027 2028 2029 2030 2031 and beyond Total 31 December 2025: Euro debt 146 307 1,244 917 697 2,639 5,950 Total 146 307 1,244 917 697 2,639 5,950 2025 2026 2027 2028 2029 2030 and beyond Total At 31 December 2024: Euro debt 134 101 546 1845 698 2,159 5,483 Total 134 101 546 1845 698 2,159 5,483 Borrowings bore an average effective interest rate in 2025 of 3.04% (3.63% in 2024) including the derivatives assigned to each transaction. Annual Report of Naturgy Energy Group, S.A. 2025 65
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As at 31 December 2025, bank borrowings include Euros 27 million in outstanding interest (Euros 28 million as at 31 December 2024). Most of the outstanding borrowings include a clause relating to a change in control, either by acquisition of more than 50% of the voting shares or by obtaining the right to appoint the majority of the members of the Board of Naturgy Energy Group, S.A. These clauses are subject to additional conditions and therefore their activation depends on the simultaneous occurrence of some of the following events: a material downgrade in the credit rating caused by the change in control, or the loss of investment grade status granted by rating agencies; inability to meet the financial obligations of the contract; a material detrimental event for the creditor; or a material adverse change in creditworthiness. These clauses involve the repayment of drawn-down debt, although they usually have a longer term than that granted in cases of early termination. At the date of authorisation of these annual accounts, the Company is not in breach of its financial obligations or of any type of obligation that could give rise to the early maturity of its financial commitments. The main financial instruments are as follows: Institutional financing The Company has loans from the Official Credit Institute (ICO) in the form of instruments maturing in 2034 at the latest for a total amount of Euros 380 million (Euros 400 million in 2024). Additionally, in connection with borrowings from institutional banks, the European Investment Bank (EIB) had granted financing to the Company as at 31 December 2025 in the amount of Euros 2,330 million maturing between 2026 and 2044 (Euros 2,064 million as at 31 December 2024). Other bank borrowings As at 31 December 2025, payables to non-institutional credit institutions amount to Euros 3,228 million (Euros 3,009 million as at 31 December 2024). The Company continues to work on strengthening its financial profile; in this line, financing transactions were arranged with credit institutions that do not entail substantial changes to the conditions of the initial debt, in the amount of Euros 4,070 million for refinancing credit lines and loans in Spain in 2025 (Euros 3,075 million in 2024), and which basically include: 2025 • Credit lines for an aggregate amount of Euros 2,845 million and loans of Euros 1,225 million were refinanced. 2024 • Credit lines for an aggregate amount of Euros 1,900 million and loans of Euros 1,175 million were refinanced. Naturgy also enjoys a comfortable debt maturity profile and balance sheet position, as well as flexibility in its investments and operating expenses for addressing the current economic situation. Of total bank borrowings, Euros 881 million (Euros 952 million as at 31 December 2024) is subject to compliance with certain financial ratios. ESG-linked financing ESG-linked financing relates to credit lines in Spain, the cost of which is linked to at least one of the following ESG indicators: – Direct GHG emissions: three-year average reduction (Mt CO2/GWh) Annual Report of Naturgy Energy Group, S.A. 2025 66
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– CO2 intensity in power generation: three-year average reduction (tCO2/GWh) – Water consumption: three-year average reduction (hm3) – Women in management positions (%) The adjustment to the cost of debt is linked to the level of compliance with the above metrics and their variation with respect to the previous year's indicators. Those credit lines, amounting to Euros 2,885 million (Euros 3,723 million as at 31 December 2024), have not been drawn down and, consequently, the impact of the degree of compliance with those indicators on the funding cost is not material. In addition, the terms of that financing do not disclose the existence of an embedded derivative that needs to treated separately. Note 14. Risk management and derivative financial instruments Risk management Naturgy's Risk Control and Management Model determines the risk assessment methodologies and models, controls, manages and establishes the Group's risk reporting, ensuring that a risk profile and target risk limits are maintained to guarantee that the level of exposure in the course of its activities is consistent with its annual and strategic objectives. The model is implemented on the basis of the principles of integration, segregation, homogeneity, coherence and transparency in corporate governance, and is structured in four pillars: • Risk governance: defines governance for each type of risk, establishing the necessary regulations and assigning responsibilities. • Risk Assessment: establishes the risk assessment methodologies, harmonising common procedures for the identification, assessment and treatment of the information associated with each risk, to ensure uniformity and coherence both when quantifying them individually and when subsequently aggregating them, with the aim of achieving a homogeneous, integrated vision of them. • Risk Appetite: establishes the risk tolerance by setting limits for the main risk categories, as a function of the Group's targets. • Risk Reporting: establishes regular, systematic risk reporting at different management levels, expressed in the Corporate Risk Map, recurring risk reports and/or ad hoc reports. The Corporate Risk Map identifies and quantifies the risks that might affect Naturgy's performance, providing a comprehensive, consistent and integrated overview of these risks. Interest rate risk Fluctuations in interest rates modify the fair value of assets and liabilities that accrue a fixed interest rate and the cash flows from assets and liabilities pegged to a floating interest rate and, accordingly, affect equity and profit, respectively. The purpose of interest rate risk management is to balance floating- and fixed-rate borrowings in order to reduce borrowing costs within the established risk parameters. The Company employs financial swaps to manage exposure to interest rate fluctuations, swapping floating rates for fixed rates. The debt structure as at 31 December 2025 and 2024 (Note 13), after taking into account the hedges arranged through derivatives, is as follows: Annual Report of Naturgy Energy Group, S.A. 2025 67
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31.12.2025 31.12.2024 Fixed interest rate 2,361 2,252 Floating interest rate 3,589 3,231 Total 5,950 5,483 The variable interest rate is subject to fluctuations in the Euribor. The sensitivity of results and equity (Value change adjustments) to interest rate fluctuations is as follows: Increase/decrease in interest rates (basis points) Effect on profit before tax Effect on equity before tax 31 December 2025 50 (18) 21 -50 18 (21) 31 December 2024 50 (16) 19 -50 16 (19) In 2025, inflation in the euro zone remained at moderate levels, further evidencing the stabilization observed after the sharp decline recorded between 2022 and 2024. In December 2025, the consumer price index stood at 1.9%. This performance enabled the European Central Bank to implement additional reductions in the official interest rates (in January, April and June 2025), bringing the main refinancing rate to 2.15%. Since then, the ECB has kept rates stable. Exchange rate risk Variations in exchange rates can affect the fair value of: – The euro equivalent value of cash flows related to the purchase and sale of gas and other commodities denominated in currencies other than local or functional currencies. – Debt denominated in currencies other than local or functional currencies. – Transactions and investments in currencies other than the euro, and, accordingly, the euro equivalent value of the contributed equity and results. The Company finances its investments in local currency in order to mitigate these risks to the extent possible. Furthermore, whenever possible, it tries to match costs and revenues referenced to the same currency, as well as amounts and maturities of assets and liabilities arising from operations denominated in currencies other than the euro. For open positions, risks in non-functional currencies are managed, where considered necessary, through financial swaps and hedging derivatives. The currency other than the euro with which the Company operates most is the US dollar. The sensitivity of the Company’s profits and equity (Value change adjustments) to a 5% variation (increase or decrease) in the US dollar/ euro exchange rate has no material impact at 31 December 2025 and 2024. Commodity risk Volatility in the prices of energy commodities (natural gas, oil, electricity) poses a significant risk to the Group, given its direct impact on procurement costs and commercial margins. Geopolitical factors, such as tensions in producing regions or changes in export policies, can alter global supply and demand, causing sharp fluctuations in prices. In the gas business, it should be noted that Naturgy's operating results are linked to the purchase and sale of gas to supply a diversified customer portfolio. Most of Naturgy's gas procurement contracts are arranged on a long-term basis with purchase prices based on a combination of commodity prices, basically crude oil and its derivatives, and natural gas hub prices. Annual Report of Naturgy Energy Group, S.A. 2025 68
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Selling prices to final customers are generally agreed on a short/medium-term basis and are conditioned by the supply/demand balance existing at any given time in the gas market. This may result in decoupling with respect to gas procurement prices. Consequently, Naturgy is exposed to variations in gas procurement prices with respect to the sale price to end customers. Exposure to this risk is managed and mitigated by natural hedging, seeking to balance the commodity exposures of both prices. Additionally, the main long-term procurement contracts allow this exposure to be managed through volume flexibility and price review mechanisms. When it is not possible to achieve a natural hedge, the position is managed, within reasonable risk parameters, through derivatives to reduce exposure to price decoupling risk, generally designated as hedging instruments. However, these hedges may prove to be ineffective as a result of changes in the expected dates of the purchase and sale transactions, a reduction in the volumes hedged or decoupling from the indices hedged in the purchase and sale transactions. The Company also purchases gas in the market to be supplied to other Naturgy companies. In the integrated electricity businesses, the company's aggregate exposure is determined by the strategic generation/supply positioning and by the final sale pricing policies in electricity supply. Gas prices began to escalate late in 2021 and peaked in 2022 following the impact of the war in Ukraine and the reduction in supplies from Russia. Prices corrected downwards from 2023 onwards, leading to a phase of relative stability towards the middle of 2024. Subsequently, there was a significant upturn until February 2025, followed by another correction that led to a more stable situation towards the middle of 2025. During the second half of 2025, ceasefire talks between Ukraine and Russia, plus high storage levels, diversification of supply sources and moderate demand, contributed to lower natural gas prices in Europe, around the levels that prevailed in the first half of 2024. As a result of the 19th package of sanctions imposed by the European Council, currently in force until July 2026, and the European import regulation published on 2 February 2026 and in force since the following day, there are implications for the long-term contract to procure LNG from Yamal described in Note 3.20.g of these annual accounts. The Group has a diversified procurement portfolio, which will help mitigate the potential impact of the aforementioned European regulation. Business segment sensitivity to gas and electricity prices is described below: – Gas and electricity distribution. This is a regulated activity in which revenue and profit margins are linked to distribution infrastructure management services, irrespective of the prices of the commodities distributed. – Gas and electricity supply. Profit margins on gas and electricity supply activities are directly affected by commodity prices. In this regard, Naturgy has a risk policy that stipulates, among other aspects, the tolerance range, based on applicable risk limits. Measures employed to keep risk within the stipulated limits include active procurement management, balanced acquisitions and sales formulae, and specific hedging so as to maximise the risk-profit relationship. Supplementary to the above-mentioned policy, Naturgy has mechanisms for ordinary and extraordinary price reviews, by means of the relevant clauses, with a large part of its procurement portfolio. These clauses make it possible, in the medium term, to modulate the impact in the event of decoupling between Naturgy's selling prices in its markets and trends in prices in its procurement portfolio. Credit risk Credit risk is defined as uncertainty associated with the deterioration of credit quality or default on the part of customers and/or commercial and financial counterparties. Annual Report of Naturgy Energy Group, S.A. 2025 69
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Naturgy performs solvency analyses on the basis of which credit limits are assigned and any necessary hedges are determined. Based on these models, the probability of customer default can be measured and the expected commercial loss can be kept under control. In addition, credit quality and portfolio exposure are monitored on a recurring basis to ensure that potential losses are within the limits provided for by internal regulations. This allows a certain capacity to anticipate events in credit risk management. Credit risk relating to trade receivables is reflected in the balance sheet net of provisions for bad debts (Note 9), estimated by the Company on the basis of the ageing of the debt and past experience in accordance with the prior segregation of customer portfolios and the current economic environment. The credit risk associated with trade accounts receivable has always been low. The short payment terms for customers, which means that individual amounts to not become material before the supply can be suspended for non-payment, in accordance with the relevant regulations. With respect to other exposures to counterparties in transactions involving financial derivatives and the investment of cash surpluses, credit risk is mitigated by carrying out such operations with reputable financial institutions in line with internal requirements. No significant defaults or losses arose in 2025 or 2024. The ageing analysis of financial assets concluded that there were no unimpaired past-due financial assets at 31 December 2025 and 2024. An ageing analysis of financial assets and related impairment provisions as at 31 December 2025 and 2024 is set out below: 31.12.2025 Total Current 0 to 180 days 180 to 360 days Over 360 days Trade receivables for sales and services 13 — — — 13 Provisions for impairment 13 — — — 13 31.12.2024 Total Current 0 to 180 days 180 to 360 days Over 360 days Trade receivables for sales and services 17 2 2 — 13 Provision for impairment 13 — — — 13 There were no changes in the provisions for impairment with respect to 31 December 2024. In the previous year, the change was due mainly to the transfer of the receivable generated in the period in which the Company acted as representative of Naturgy's generating companies in the wholesale electricity market and arises from delays in payment of Euros 17 million by supply companies (Note 9). It also included the arrears received after the liquidation of the company Naturgy Informática, S.A.U., for an amount of Euros 4 million. Impaired financial assets are broken down in Note 9. Concerning supplier credit risk, the solvency of each supplier of products and services is guaranteed through regular analysis of their financial information, particularly prior to new engagements. To this end, the relevant assessment criteria are applied depending on the supplier's criticality in terms of service or concentration. This procedure is supported by control mechanisms and systems and supplier management. At 31 December2025 and 2024, the Company did not have significant concentrations of credit risk. Liquidity risk The Company has liquidity policies that ensure compliance with its payment commitments, diversifying the coverage of financing needs and debt maturities. Prudent management of liquidity risk includes maintaining sufficient cash and realisable assets and the availability of sufficient funds to cover credit obligations. Annual Report of Naturgy Energy Group, S.A. 2025 70
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As at 31 December 2025, the Company’s working capital was negative in the amount of Euros 847 million (Euros 102 million in 2024). As at 31 December 2025, available liquidity totalled Euros 7,550 million (Euros 8,409 million in 2024), including cash and cash equivalents of Euros 2,300 million (Euros 3,136 million in 2024) described in Note 10 together with undrawn bank financing and credit lines totalling Euros 5,250 million (Euros 5,273 million in 2024). There is also additional unused capacity to issue debt in capital markets amounting to Euros 8,181 million (Euros 7,149 million as at 31 December 2024) (Note 15). Naturgy has analysed the potential impact of recent events, including the conflict in Ukraine, tensions in the Middle East and volatility in energy and financial markets, on its ability to meet short-term obligations and maintain liquidity in its various businesses. This analysis did not identify any significant impacts or additional risks. Naturgy maintains a robust liquidity position, backed by available credit lines and appropriate diversification of funding sources, with no restrictions on meeting financial commitments. Capital management The main purpose of the Company’s capital management is to ensure a financial structure that can optimise capital cost and maintain a solid financial position, in order to combine value creation for the shareholder with access to the financial markets at a competitive cost to cover financing needs. Naturgy targets approximately 50% leverage in its long-term capital management strategy. The Company's long-term credit rating is as follows: 2025 2024 Standard & Poor’s BBB (*) BBB (*) Fitch BBB (*) BBB (*) (*) S&P: Stable outlook, Fitch: Stable outlook Derivative financial instruments The breakdown of derivative financial instruments by category and maturity is as follows: 31.12.2025 31.12.2024 Assets Liabilities Assets Liabilities Hedging derivative financial instruments 18 — 11 6 Interest rate hedges Cash flow hedges 10 — 11 6 Interest and exchange rate hedges Cash flow hedges 8 — — — Other financial instruments 2 2 90 89 Commodity prices 2 2 90 89 Derivative financial instruments – non current 20 2 101 95 Hedging derivative financial instruments 8 3 19 2 Interest rate hedges Cash flow hedges 8 2 19 — Interest and exchange rate hedges Cash flow hedges — 1 — 2 Other financial instruments 128 128 280 280 Commodity prices 128 128 280 280 Derivative financial instruments current 136 131 299 282 Total 156 133 400 377 The fair value of derivatives is determined based on the quoted price in an active market (Level 1) and observable variables in an active market (Level 2) . Annual Report of Naturgy Energy Group, S.A. 2025 71
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“Other financial instruments” includes derivatives not qualifying for hedge accounting. The impact on the Income statement of derivative financial instruments is as follows: 2025 2024 Operating profit Net financial income Operating profit Net financial income Cash flow hedge — 17 — 36 Other financial instruments (1) — 1 — Total (1) 17 1 36 The breakdown of derivative financial instruments as at 31 December 2025 and 2024, their fair value and maturities of their notional values, is as follows: 31.12.2025 Fair value Notional value 2026 2027 2028 2029 2030 Subsequen t years Total INTEREST RATE HEDGES: Cash flow hedges: Financial swaps (EUR) 17 109 408 756 489 — — 1,762 INTEREST RATE AND FOREIGN EXCHANGE RATE HEDGES: Cash flow hedges: Financial swaps (USD) 6 8 9 9 70 68 — 164 EXCHANGE RATE HEDGES: Foreign exchange insurance (USD) — 5 — — — — — 5 23 122 417 765 559 68 — 1,931 31.12.2024 Fair value Notional value 2025 2026 2027 2028 2029 Subsequen t years Total INTEREST RATE HEDGES: Cash flow hedges: Financial swaps (EUR) 24 477 48 329 209 489 — 1,552 INTEREST RATE AND FOREIGN EXCHANGE RATE HEDGES: Cash flow hedges: Financial swaps (USD) (2) 4 5 5 5 65 — 84 OTHER: Commodity price derivatives (EUR) 1 — — — — — — — 23 481 53 334 214 554 — 1,636 Note 15. Payables to Group companies and associates The breakdown by maturity of payables to Group companies is as follows: Annual Report of Naturgy Energy Group, S.A. 2025 72
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Maturity 31.12.2025 31.12.2024 2025 — 4,268 2026 3,899 716 2027 512 1,379 2028 827 816 2029 1,195 1,194 2030 497 497 2031 497 — 2032 and subsequent 1,098 603 Total 8,525 9,473 As at 31 December 2025, payables to Group companies are mainly debts recognised at amortised cost related to issuances by Naturgy Finance Iberia, S.A.U. under the European Medium-Term Notes (EMTN) programme. Also included are the balances payable to Naturgy Finance Iberia, S.A.U. in respect of perpetual subordinated notes amounting to Euros 330 million (Euros 500 million as at 31 December 2024) and to Unión Fenosa Preferentes, S.A. relating to preference shares totalling Euros 110 million (Euros 110 million as at 31 December 2024). Payables to group companies also include accrued unmatured interest amounting to Euros 63 million (Euros 72 million in 2024) and cash pooling balances with group companies for Euros 3,021 million bearing interest at a rate of 2.331% (Euros 2,876 million in 2024, bearing interest at a rate of 3.762%), as well as balances with group companies relating to consolidated corporate income tax, amounting to Euros 228 million (Euros 120 million as at 31 December 2024). As at 31 December 2024, this item also included balances with Group companies relating to consolidated VAT in the amount of Euros 21 million. The detail of the Group companies' debts in connection with bond issues is as follows: 31 December 2025 Programme/Company Country Year formalised Currenc y Programme limit Drawn- down nominal amount Available Issued in the year Euro Commercial Paper (ECP) programme Naturgy Finance Iberia, S.A. Spain 2010 Euros 1,000 — 1,000 909 European Medium Term Notes (EMTN) programme Naturgy Finance Iberia, S.A. Spain 1999 Euros 12,000 4,819 7,181 1,000 At 31 December 2024 Programme/Company Country Year formalised Currency Programm e limit Drawn- down nominal amount Available Issued in the year Euro Commercial Paper (ECP) programme Naturgy Finance Iberia, S.A. Spain 2010 Euros 1,000 — 1,000 — European Medium Term Notes (EMTN) programme Naturgy Finance Iberia, S.A. Spain 1999 Euros 12,000 5,851 6,149 1,000 (*) On 28 May 2024, Naturgy Finance BV registered a cross border conversion to Naturgy Finance Iberia, S.A., transferring its registered offices and domicile for tax purposes from the Netherlands to Spain. As is habitual in the Euromarket, the bonds issued, in the amount of Euros 4,819 million (Euros 5,851 million as at 31 December 2024), might be accelerated if a change in control triggered a downgrade of more than two full notches in at least two of the Company's three ratings and all the ratings fell below investment grade, provided that the rating agency stated that the rating downgrade was the result of the change in control. The main movements in 2025 and 2024 are as follows: Annual Report of Naturgy Energy Group, S.A. 2025 73
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2025 In May 2025, Naturgy Finance Iberia, S.A.U. issued two bonds under the EMTN programme: Euros 500 million at 6 years with a 3.375% coupon, and Euros 500 million at 10 years with a 3.875% coupon. The proceeds were used to call Euros 831 million of bonds maturing between 2026 and 2027, and to call Euros 169 million of the subordinated perpetual notes. This transaction had a positive impact on the Company's profit and loss account in the amount of Euros 11 million, recognised under "Income from marketable securities and other financial instruments of group companies and associates", for the debt related to Naturgy Finance Iberia, S.A.U. Also, in 2025, bonds totalling Euros 1,201 million with an average coupon of 1.04% matured. In 2025, Euros 909 million were issued under the Euro Commercial Paper (ECP) programme, but there were zero outstanding issues as at 31 December 2025 (zero outstanding issues as at 31 December 2024). 2024 In April 2024, the Company cancelled the debt linked to the repurchase of Euros 500 million of subordinated perpetual notes issued in 2015 by Naturgy Finance, B.V. (now Naturgy Finance Iberia, S.A.U.) for the same amount. In October 2024, Naturgy Finance Iberia, S.A.U. issued two bonds: Euros 500 million at 6 years with a 3.25% coupon, and Euros 500 million at 10 years with a 3.625% coupon. The funds were used to call Euros 1,000 million of bonds maturing between 2026 and 2027. This transaction had a positive impact on the Company's profit and loss account in the amount of Euros 19 million recognised under "Income from marketable securities and other financial instruments of group companies and associates" due to the debt related to Naturgy Finance Iberia, S.A.U. Bonds for a total amount of Euros 1,154 million with an average coupon of 1.75% matured in 2024. During 2024, no issues were made under the Euro Commercial Paper (ECP) programme and there were no outstanding issues under this programme as at 31 December 2024. There are no significant differences between the carrying amounts and fair values of Payables to Group companies and associates. Note 16. Other non-current liabilities and Trade and other payables The “Other non-current liabilities” and “Trade and other payables” headings as at 31 December 2025 and 2024, classified by nature and category, are as follows: Annual Report of Naturgy Energy Group, S.A. 2025 74
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31.12.2025 At fair value through profit and loss Amortised cost Total Derivatives (Note 14) 2 — 2 Other non-current liabilities 2 — 2 Derivatives (Note 14) 128 — 128 Other liabilities — 126 126 Trade and other payables 128 126 254 Total 130 126 256 31.12.2024 At fair value through profit and loss Amortised cost Total Derivatives (Note 14) 89 — 89 Other non-current liabilities 89 — 89 Derivatives (Note 14) 280 — 280 Other liabilities — 217 217 Trade and other payables 280 217 497 Total 369 217 586 Fair value through profit and loss Financial liabilities at fair value as at 31 December 2025 and 2024 are classified as follows: 31.12.2025 31.12.2024 Financial liabilities Level 1 (quoted price in an active market) Level 2 (observable variables) Level 3 (unobservabl e variables) Total Level 1 (quoted price in an active market) Level 2 (observable variables) Level 3 (unobservabl e variables) Total Fair value through profit or loss — 130 — 130 — 369 — 369 Total — 130 — 130 — 369 — 369 The "Derivatives" heading contains the market valuation of unsettled open interest with a credit balance corresponding to operating derivatives arranged by the Company to hedge gas prices of other group companies. As at 31 December 2025, the balance of non-current and current derivatives with group companies is Euros 2 million and Euros 87 million, respectively (Euros 29 million and Euros 13 million as at 31 December 2024). Amortised cost The breakdown of this account is as follows: 31.12.2025 31.12.2024 Trade payables 77 56 Trade payables, Group companies and associates 8 77 Personnel (outstanding remuneration) 38 40 Public Administrations 3 2 Current tax liabilities (Note 17) — 42 Total 126 217 Most payables do not accrue interest and have contractual maturity dates of less than 30 days, in the case of payables for gas purchases, and within the legal limits for other suppliers. Annual Report of Naturgy Energy Group, S.A. 2025 75
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Information on the average supplier payment period. The average payment period is calculated in accordance with Law 15/2010 on measures to combat late payment in business operations and the changes brought in under Law 18/2022 of 28 September on the formation and growth of companies. In accordance with the above regulations, the information to be included in the notes to the annual accounts in relation to the average supplier payment period in commercial transactions is as follows: 2025 2024 Amount Amount Total payments (thousand euro) 219,780 269,886 Total outstanding payments (thousand euro) 17,398 28,591 Average supplier payment period (days) (1) 37 30 Transactions paid ratio (days) (2) 38 31 Transactions pending payment ratio (days) (3) 26 27 Total payments within the period established in the default regulations (thousand euro) 217,201 266,096 % of the amount paid within the period established in the default regulations with respect to the total amount paid 98.83 % 98.60 % Number of invoices paid within the period established in the default regulations 21,307 19,270 % of invoices paid within the period established in the default regulations with respect to the total invoices paid 97.47 % 97.63 % (1) Calculated on the basis of amounts paid and pending payment. (2) Average payment period in transactions paid during the year. (3) Average age, suppliers pending payment balance. Note 17. Tax situation Naturgy Energy Group, S.A. is the parent of Tax Group 59/93, which includes all the companies resident in Spain that are at least 75% directly or indirectly owned by the parent company and that fulfil certain requirements, with the result that the group's taxable income, deductions and tax credits are calculated on an overall basis. The tax group for 2025 is analysed in Appendix I. Corporate income tax is calculated on the basis of economic or accounting profit obtained by application of generally accepted accounting principles, which does not necessarily coincide with taxable profit, understood as taxable income for corporate income tax purposes. The reconciliation of accounting profit for 2025 and 2024 to taxable income for corporate income tax purposes is as follows: 31.12.2025 31.12.2024 Accounting profit before tax 1,322 1,063 Permanent differences (1,338) (973) Temporary differences: Arising during current year 24 16 Arising in prior years (98) (42) Previus Taxable income (90) 64 50% limitation offsetting of tax losses 45 — Taxable income (45) 64 Annual Report of Naturgy Energy Group, S.A. 2025 76
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Permanent differences relate mainly to the application of the tax consolidation system and the double taxation exemption for dividends and income derived from the transfer of shares under Article 21 of Law 27/2014 on Corporate Income Tax, which has led to negative permanent differences of Euros 1,328 million resulting from negative adjustments for dividends accruing during the year (Euros 915 million in 2024), the reversal of impairment of shareholdings in Group companies and associates and other equity interests amounting to Euros 30 million (impairment reversals of Euros 65 million in 2024), the upward adjustment for donations in the amount of Euros 12 million (Euros 6 million in 2024) and other minor adjustments amounting to Euros 8 million (Euros 1 million in 2024). The tax loss carryforward generated by the Company during 2025 amounts to Euros 45 million, after applying the 50% limitation on offsetting tax losses (Euros 64 million in taxable income in 2024). Income tax expense is as follows: 2025 2024 Current-year tax 17 (1) Deferred tax (18) (5) Total (1) (6) Current corporate income tax is the result of applying a 25% tax rate to taxable income. Within the tax group, the tax credits used by the Company during 2025 amounted to Euros 6 million (Euros 16 million in 2024), and the 50% limitation on offsetting tax losses was applied in the amount of Euros 11 million (no offsetting of tax losses in 2024). As at 31 December 2025, prepayments in respect of the Group’s consolidated corporate income tax amounted to Euros 79 million (Euros 111 million in 2024) and withholdings on investment income amounted to Euros 8 million (Euros 10 million in 2024). The Company, as the parent company of the tax group, also recognises the net balance of the settlement for the other group companies (Notes 7 & 15) In 2025, no adjustments were recognised for tax differences from the previous year (Euros 1 million in positive adjustments in 2024). Income qualifying for the tax scheme for transfers of assets made in compliance with competition law (Additional Provision 4 of the Revised Corporate Income Tax Law) is explained below: Year of sale Amount obtained on the sale Amount reinvested Capital gain Capital gain included in tax base Capital gain pending inclusion in tax base 2002 917 917 462 21 441 2003 39 39 20 — 20 2004 292 292 177 11 166 2005 432 432 300 2 298 2006 310 310 226 — 226 2009 161 161 87 — 87 2010 752 752 551 1 550 2011 468 468 394 2 392 2012 38 38 32 — 32 Total 3,409 3,409 2,249 37 2,212 The reinvestment has been made in fixed assets used in business activities both by the Company and by the other companies in the tax group, pursuant to Article 75 of the Revised Corporate Income Tax Law. A breakdown of the tax effect of each item on the Statement of Recognised Income and Expenses is as follows: Annual Report of Naturgy Energy Group, S.A. 2025 77
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31.12.2025 31.12.2024 Gross Tax effect Net Gross Tax effect Net Cash flow hedges (5) 1 (4) 31 (8) 23 Actuarial gains and losses 5 (1) 4 (3) 1 (2) Other adjustments 85 (3) 82 — — — 85 (3) 82 28 (7) 21 A breakdown of deferred taxes is as follows: 31.12.2025 31.12.2024 Deferred tax assets: 124 127 - Realisable within one year 10 10 - Realisable in more than one year 114 117 Deferred tax liabilities: (263) (263) - Realisable in more than one year (263) (263) Net deferred tax (139) (136) Set out below is an analysis of and movements in deferred taxes: Deferred tax assets Provisions Tax credits Valuation of assets and financial instruments Goodwill Other Total 1.1.2024 90 30 — 8 1 129 Creation (reversal) (6) — — (1) — (7) Movements linked to equity adjustments (1) — 1 — — — Transfers and other 4 2 — — (1) 5 31.12.2024 87 32 1 7 — 127 Creation (reversal) (15) 11 — (1) (3) (8) Movements linked to equity adjustments (1) — 1 — 2 2 Transfers and other 1 — — — 2 3 31.12.2025 72 43 2 6 1 124 Deferred tax liabilities Differences Depreciation Deferred gains Valuation of liabilities and financial instruments Other Total 1.1.2024 1 207 15 44 267 Creation (reversal) — — — (2) (2) Movements linked to equity adjustments — — (7) — (7) Transfers and other — — — 5 5 31.12.2024 1 207 8 47 263 Creation (reversal) — — — 10 10 Movements linked to equity adjustments — — (1) — (1) Transfers and other — — — (9) (9) 31.12.2025 1 207 7 48 263 The main regulatory issues impacting the Company's tax position in 2025 and 2024 are as follows: Annual Report of Naturgy Energy Group, S.A. 2025 78
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Temporary Energy Tax: The Temporary Energy Tax was established by Law 38/2022 for the main energy operators, consisting of an extraordinary levy of 1.2% on the net turnover of the tax group, excluding regulated activities. The tax was recognised on 1 January 2023 and 2024, according to the accrual dates, and was paid in two instalments: 50% in February and the remainder in September. The Company paid Euros 89 million in 2024 and Euros 165 million in 2023, distributed among the components of the tax group according to each one's revenue; corresponding to the Company less than Euros 1 million in each year. In February 2024, the tax authorities initiated an audit of the tax for 2023, which culminated in September with an assessment of Euros 86.5 million (Euros 83 million in tax and Euros 3.5 million in interest). After its submissions were overruled, the Company appealed the assessment before the Central Economic-Administrative Tribunal and provided a bank guarantee to suspend payment of the tax debt. No ruling has been received on the appeal at this date. In 2025, an audit of the tax for 2024 was initiated, concluding with an assessment of Euros 43 million (Euros 41 million in tax and 2 million in interest), which the Company is disputing. In January 2026, the assessment was affirmed by the tax authorities and a demand for payment was received. The Company filed an appeal by the legal deadline and presented a bank guarantee to suspend payment. As at 31 December 2025, Naturgy has recognised a provision for the 2023 and 2024 assessments, which has been distributed among the companies in the tax group using the same criterion as for distributing the payments made under the self-assessments that were initially submitted; the amount of the provision relating to the Company is Euros 4 million (Note 12). After an in-depth analysis of the regulations governing the energy tax, in 2023 the Group filed a claim before the National Court and requested the refund of the tax paid unduly in 2023 (in relation to 2022), in the amount of Euros 165 million, and in 2024 (in relation to 2023), in the amount of Euros 89 million. Article 1 of Law 38/2022, which established the Temporary Energy Tax, was repealed during the process of approving Law 7/2024; consequently, its extension to 2025 was cancelled. Although the government attempted to reintroduce the tax through Royal Decree-Law 10/2024, this was not ratified by Parliament, meaning that no amount accrued under this heading in 2025. As a result of the repeal of Article 1 of Law 38/2022 by the final provision of Law 7/2024, the prohibition on taking the Temporary Energy Tax as a deduction against corporation tax purposes lapsed for 2024. Therefore, both the expense for the 2024 tax (Euros 89 million) and the provision recognised to cover risks related to the audit of that tax for 2024 (Euros 43 million) were treated as deductible for the purposes of corporate income tax for 2025 and 2024, respectively. OECD Pillar 2: The objective of introducing the top-up tax is to guarantee a minimum overall tax rate of 15% for large multinational groups. Law 7/2024, which transposed this requirement into Spanish law, is in force for annual periods beginning on or after 31 December 2023; accordingly, it was fully applicable to Naturgy in 2024. Naturgy carried out a detailed analysis of the impact of this regulation by jurisdiction, considering the possible application of the safe harbour regimes provided for in the transitional regulation. As a result of this analysis, it concluded that, in general, the jurisdictions in which the group operates are covered by safe harbours or by the simplified ETR (Effective Tax Rate) calculation. The situation remains unchanged as at 31 December 2025. In particular, in Ireland, where Naturgy operates, the Finance Act 2024 adopted Directive (EU) 2022/2523 and raised the minimum rate to 15%. As at the end of December 2025, Euros 5 million of top-up tax was recognised (Euros 1.4 million in 2024) to meet this minimum, with no additional impact in Spain as this Top-up Tax qualifies as a covered tax. Annual Report of Naturgy Energy Group, S.A. 2025 79
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As at 31 December 2025, it was not necessary to recognise any top-up tax in the case of Puerto Rico, as the effective rate of 15% was slightly exceeded (Euros 0.5 million in 2024). Management continues to assess the future impact of this regulation and is adapting its systems and processes to ensure proper compliance. Corporate income tax and other taxes: Royal Decree Law 8/2023 included several tax measures that were material in 2024: the reduced VAT rate of 10% for certain electricity and heating supplies was extended; the Tax on the Value of Electricity Production was gradually phased back in; and the tax rate for the Special Tax on Electricity was progressively increased to return to 5.11269632% from the third quarter onwards. In addition, Law 38/2022 limited the offsetting of tax losses for companies belonging to groups taxed under the consolidation regime to 50% in 2023, which resulted in a Euros 28 million increase in the corporate income tax liability of the Naturgy tax group, and Law 7/2024 extended this limitation to 2024 and 2025, resulting in increases in tax liability of Euros 74 million and Euros 37 million, respectively. Law 7/2024 reintroduced restrictions on offsetting tax losses and credits, with no impact on the 2025 income statement. During 2025, no new tax regulations were published that have had a significant impact on the Company. Tax audits and disputes: Naturgy Energy Group, S.A. was also notified of the commencement of a tax audit in respect of withholdings and payments on account of investment income paid to non-resident entities for the period from April 2018 to December 2020. In July 2023, an assessment was received that the company is disputing and which, at the date of authorisation of these annual accounts, is under appeal before the Central Economic-Administrative Tribunal (Note 27). Concerning the appeals against contested assessments in respect of corporate income tax for 2011-2015, which regularised the international double taxation tax credit, a ruling was received from the Central Economic- Administrative Tribunal (TEAC) on 29 September 2022 rejecting the appeal in its entirety. A contentious- administrative appeal was filed against that decision with the National Court. At the date of authorisation of these annual accounts, all the formalities have been completed at the National Court, except for setting a date for the vote and judgement procedure. Enforcement of the assessments has been suspended and a provision for the full amount of liability is recognised under "Provisions" (Note 12) and was updated as at 31 December 2025 and 2024 for the default interest accrued while the suspension continues. In July 2025, notice was received of the initiation of general tax audits in respect of eight companies in Group 59/93 for corporate income tax (tax consolidation regime) covering the years 2020 to 2023 and the same companies in Group 273/08 for VAT (group of entities regime) and personal income tax withholdings from employees and self- employed workers covering the period from June 2021 to December 2024. Notice was also received of the initiation of an audit of non-resident income tax withholdings and capital gains tax withholdings for the period between June 2021 and December 2024. In January 2026, the audit was extended to two additional undertakings for the same years and taxes as in July 2025, except for income tax withholdings, which are confined to the period from October 2021 to December 2024. The outcome of these audits is not expected to have an impact on the Company's income statement. In accordance with Spanish tax legislation, at the date of authorisation of these annual accounts, the Company’s returns for the last four year for the principal taxes to which it is subject and which are not involved in the above- mentioned tax inspection are open to inspection. As a result, among other things, of the different interpretations to which current tax legislation lends itself, additional liabilities could arise as a result of an inspection. The Company considers, however, that any liabilities that might arise would not significantly affect these annual accounts. Annual Report of Naturgy Energy Group, S.A. 2025 80
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Naturgy assesses uncertain tax treatments and reflects the effect of uncertainty on taxable income (losses), tax bases, and unused tax losses or tax credits. Naturgy has adequate coverage for possible obligations deriving from a number of tax claims. There are no lawsuits or uncertain tax treatments which are individually material. Corporate transactions with a tax impact In previous year, the Company carried out the following transactions with an impact on its tax position: – In 2015, the Company spun off the nuclear power generation business to Naturgy Generación, S.L.U. Pursuant to Article 76.3 of Law 27/2014 on Corporate Income Tax in force in 2015, this transaction was defined as a non-cash contribution of a line of business and thus qualified for the special scheme provided by Title VII, Chapter VIII of that law. The information requirements stipulated in the special tax scheme are fulfilled in the notes to the Company's 2015 annual accounts. – In 2014, the Company spun off the thermal and hydroelectric power generation business to Naturgy Generación, S.L.U. Pursuant to article 83.3 of Royal Decree-Law 4/2004 enacting the Revised Corporate Income Tax Law, this transaction is defined as a non-cash contribution of a line of business and is thus subject to the special scheme provided for in Title VII, Chapter VIII of that Law. The information requirements stipulated in the special tax scheme are fulfilled in the notes to the Company's 2014 annual accounts. – In 2009, Unión Fenosa, S.A. and Unión Fenosa Generación S.A. were merged into the Company. The merger was performed under the special tax scheme for mergers, spin-offs, asset contributions, share exchanges and changes of registered address of European companies or European cooperatives from one European Union Member State to another, regulated in Title VII, Chapter VIII of the Revised corporate income tax act. The disclosure requirements stipulated in the special tax scheme are fulfilled in the notes to the Company's 2009 annual accounts. Note 18. Revenue Revenue breaks down as follows: 2025 2024 Natural gas sales and other 1 9 Income from equity instruments of Group companies and associates (Note 7) 1,390 950 Income from marketable securities and other financial instruments of Group companies and associates 452 509 Total 1,843 1,468 2025 2024 Domestic market 1,827 1,459 Foreign market: 16 9 - European Union 6 8 - Other countries 10 1 Total 1,843 1,468 Gas sales are made basically in the European market and relate to the sale of gas to other Naturgy companies in which the Company acts as principal. The "Income from marketable securities and other financial instruments of group companies and associates" includes the financial income derived from the debt linked to the bond issue and repurchase transaction carried out in May 2025 by Naturgy Finance Iberia, S.A.U. in the amount of Euros 11 million (Euros 19 million in 2024) (Note 15). Annual Report of Naturgy Energy Group, S.A. 2025 81
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Note 19. Raw materials and consumables Includes gas purchases related to the activity of selling gas to other Naturgy companies in which the Company acts as principal. Note 20. Personnel expenses The breakdown of this heading in the income statement for 2025 and 2024 is as follows: 2025 2024 Wages and salaries 49 55 Termination benefits 10 7 Share-based payments (Note 11) 2 2 Social security costs 7 6 Other social costs 4 3 Other 6 5 Total 78 78 The Company's average number of employees in 2025 and 2024 is as follows: 2025 2024 Senior management 15 14 Executives 84 80 Middle management 39 37 Staff not covered by collective bargaining agreement 142 130 Staff covered by collective bargaining agreement 73 69 Total 353 330 The Company's average number of employees during 2025 and 2024 with a disability equal to or greater than 33% is as follows: 2025 2024 Men Women Men Women Senior management — — — — Executives — — — — Middle management — — — — Staff not covered by collective bargaining agreement 4 1 3 1 Staff covered by collective bargaining agreement 1 2 1 1 Total 5 3 4 2 The number of Company employees at the end of 2025 and 2024, broken down by category and gender, is as follows: 2025 2024 Men Women Men Women Senior management 12 4 11 4 Executives 50 34 51 31 Middle management 20 23 19 19 Staff not covered by collective bargaining agreement 49 92 50 90 Staff covered by collective bargaining agreement 28 44 28 45 Total 159 197 159 189 Annual Report of Naturgy Energy Group, S.A. 2025 82
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Note 21. Other operating expenses The breakdown of this heading in the income statement for 2025 and 2024 is as follows: 2025 2024 Leases, royalties, operation and maintenance 55 46 Professional services and insurance 13 17 Advertising and other commercial services 22 22 Contribution to Naturgy Foundation 11 6 Banking services 6 6 Utilities 11 11 Taxes 1 6 Lean Services 45 6 Impairment losses and changes in trade provisions (Note 9) — (17) Other 42 31 Total 206 134 Since 2024, "Leases, royalties, operation and maintenance" includes the costs of maintenance and upkeep of software and renewal of computer licenses relating to the activity of the liquidated company Naturgy Informática, S.A.U. (Note 5, 6 & 7), which are borne by the Company. The Company makes contributions to the Naturgy Foundation to enable it to carry out its energy and environmental projects, basically in the community area, as well to fund international initiatives. In the community area, the Naturgy Foundation has broadened its activities to place greater emphasis on its community initiatives, defining new strategic lines for actions aimed at palliating energy vulnerability. In 2025, “Lean services” included Euros 42 million for transformation costs (Euros 4 million in 2024). Note 22. Other operating income This item includes Euros 107 million in transactions with group companies and associates in 2025 (Euros 113 million in 2024) and mainly relate to expenses passed on. Note 23. Net financial income The breakdown of this account in the income statement for 2025 and 2024 is as follows: 2025 2024 Income from marketable securities and other financial instruments 52 75 Total financial income 52 75 Cost of borrowings (381) (395) Interest expense on pensions (Note 12) (6) (6) Other financial expense (18) (20) Total financial expense (405) (421) Net exchange differences (4) — Net financial income/(expense) (357) (346) Other financial expenses include sundry fees and commissions, mainly for the renewal of loans with credit institutions and other items. Annual Report of Naturgy Energy Group, S.A. 2025 83
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Note 24. Foreign currency transactions Transactions effected in foreign currencies are analysed below, the main currency being the US dollar: 2025 2024 Income from marketable securities and other financial instruments of Group companies and associates 19 14 Services received (1) (5) Financial expenses on borrowings from third parties (11) (3) Total 7 6 Note 25. Information on transactions with related parties Related parties are as follows: – Significant Naturgy shareholders, i.e. those directly or indirectly owning an interest of 5% or more and hold voting rights, and those who, though not significant, have exercised the power to nominate a member of the Board of Directors. Based on that definition, Naturgy's significant shareholders as at 31 December 2025 are as follows: ◦ Fundación Bancaria Caixa d’Estalvis i Pensions de Barcelona, “la Caixa”, through Criteria Caixa S.A.U. (Criteria) ◦ BlackRock Inc., mainly through GIP III Canary 1, S.à r.l. (BlackRock) ◦ CVC Capital Partners PLC, through Rioja Acquisition, S.à r.l. (CVC) ◦ IFM Global Infrastructure Fund, through Global InfraCo O (2), S.à r.l. (IFM) – Directors and executives of the company, and their close relatives. The term “director” means a member of the Board of Directors and the term “senior management” refers to the Executive Chairman, in connection with his senior management functions, and persons with senior management functions who report directly to the Board of Directors, its committees or the Executive Chairman. Transactions with directors and members of senior management are disclosed in Note 26. – Transactions between Naturgy companies form part of ordinary activities and are effected at arm's length. The aggregated amounts of transactions with significant shareholders are as follows (thousand euro): 31.12.2025 Significant shareholders Directors and executives Income and expense (thousand euro) Criteria CVC BlackRock IFM Total expenses — — — — — Total income — — — — — Other transactions (thousand euro) Criteria CVC BlackRock (1) IFM Directors and executives Acquisition of property, plant and equipment, intangible assets or other assets (2) 704,865 546,759 544,798 446,245 — Dividends and other profits distributed (3) 434,210 336,787 335,579 274,851 — (1) Dividends received through the GIP III Canary 1, S.à r.l. shareholding (2) Sale of shares in Naturgy Energy Group, S.A. (Notes 1 & 7) (3) Dividends received by the directors and senior management (Note 26) in 2025 amounted to Euros 285 thousand. Annual Report of Naturgy Energy Group, S.A. 2025 84
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31.12.2024 Significant shareholders Directors and executives Income and expense (thousand euro) Criteria CVC BlackRock IFM Total expenses — — — — — Total income — — — — — Other transactions (thousand euro) Criteria CVC BlackRock (2) IFM Directors and executives Dividends and other profits distributed (1) 362,544 281,201 280,193 212,387 — (1) Dividends received by the directors and senior management (Note 26) in 2024 amounted to Euros 241 thousand. (2) Dividends received through the GIP III Canary 1, S.à r.l. shareholding The aggregated amounts of transactions with group companies and associates are as follows (Euros million): 2025 2024 Expenses, income and other transactions Group companies Jointly-controlled entities and associates Group companies Jointly-controlled entities and associates Financial expenses (210) — (242) — Receipt of services (3) — (3) — Purchases of goods (4) — (1) — Total expenses (217) — (246) — Financial income 449 3 505 4 Dividends received 1,574 — 950 — Sale of goods 230 — 79 — Other income 107 — 202 — Total income 2,360 3 1,736 4 In 2025 and 2024, "Purchases of goods" relates mainly to purchases of natural gas from Group companies. In addition to dividends from holdings in group companies, the "Dividends received" heading in the income statement includes supplementary dividends paid out of the share premium account and reserves, which are recognised as a reduction in the value of investments in group companies. In 2025, this item included Euros 184 million of dividends recognised as a reduction in the value of investments in group companies (Note 7). In 2024, all dividends received related to "Income from equity instruments of group companies and associates". The "Sale of goods" heading includes sales of natural gas obtained through procurement contracts and gas commodity settlements passed on to group companies, which are recorded under net sales. "Other income" basically includes income from passing on costs incurred (Note 22), including the allocation of the Temporary Energy Tax paid in 2024 (Note 17). Costs shared between the Company and other Naturgy companies are allocated on the basis of business or cost generation parameters. Detailed definitions are prepared of services to be provided and of related activities or tasks in order to determine the measurement indicators for allocating costs. Transactions between companies are objective, transparent, non- discriminatory and always effected at arm's length. Annual Report of Naturgy Energy Group, S.A. 2025 85
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Note 26. Information on members of the Board of Directors and Senior Management Remuneration of the members of the Board of Directors The remuneration policy for the members of the Board of Directors was approved at the General Shareholders' Meeting held on 15 March 2022 and is periodically revised by the Board of Directors following a report from the Appointments, Remuneration and Corporate Governance Committee, in order to keep it aligned with best practices in the reference market and with the objectives indicated in the Bylaws. The amount accrued by the members the Board of Directors of Naturgy Energy Group, S.A., for belonging to the Board of Directors, Audit and Control Committee (ACC), Appointments, Remuneration and Corporate Governance Committee (ARGC) and Sustainability Committee (SC), totalled Euros 4,514 thousand (Euros 3,737 thousand in 2024). The amount for 2025 is detailed below (expressed in euro): Office Board ACC ARGC SC Total Mr. Francisco Reynés Massanet Executive Chairman 1,100,000 — — — 1,100,000 Ms. Helena Herrero Starkie Coordinating Director 210,000 65,000 — 85,000 360,000 Mr. Ramón Adell Ramón Director 180,000 65,000 — — 245,000 Mr. Enrique Alcántara-García Irazoqui (1) Director 60,000 — 21,667 — 81,667 Ms. Isabel Estapé Tous Director 180,000 — — 65,000 245,000 Ms. Maria Isabel Gabarró Miquel (2) Director 138,387 — 43,333 — 181,720 Ms. Lucy Chadwick Director 180,000 — — 65,000 245,000 Mr. Martin Catchpole (2) Director 138,387 — — — 138,387 Ms. Marta Martínez Alonso (2) Director 138,387 — — — 138,387 Mr. Rajaram Rao Director 180,000 — 65,000 — 245,000 Mr. Claudi Santiago Ponsa Director 180,000 85,000 65,000 — 330,000 Mr. Pedro Sainz de Baranda Riva Director 180,000 65,000 85,000 — 330,000 Mr. Jaime Siles Fernández-Palacios Director 180,000 — — 65,000 245,000 Rioja S.à r.l, Mr. Javier De Jaime Guijarro (3) Director 41,613 — 15,027 — 56,640 Mr. Javier De Jaime Guijarro (3) Director 138,387 — 49,973 — 188,360 Mr. José Antonio Torre De Silva López de Letona Director 180,000 65,000 — — 245,000 Mr. Nicolás Villén Jiménez (2) Director 138,387 — — — 138,387 3,543,548 345,000 345,000 280,000 4,513,548 (1) Until 29 April 2025. (2) From 25 March 2025. (3) From 25 March 2025, when he was formally appointment as a director in place of Rioja Acquisition, S.à r.l. In 2025, as in 2024, no amounts were received under other headings. At 31 December 2025, the Board of Directors comprised 15 members (12 members at 31 December 2024), the Audit and Control Committee had 5 members (5 members at 31 December 2024), the Appointments, Remuneration and Corporate Governance Committee had 5 members (5 members at 31 December 2024) and the Sustainability Committee had 4 members (4 members at 31 December 2024). The members of the Board of Directors of Naturgy Energy Group, S.A., excluding the Executive Chairman, have not received remuneration from profit sharing, bonuses or indemnities, and have not been granted any loans or advances. Neither have they received shares or share options during the year, nor have they exercised options or have options to be exercised. Annual Report of Naturgy Energy Group, S.A. 2025 86
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The members of the Board of Directors are covered by the same liability policy that insures all Naturgy directors and executives. The premium paid in 2025 by Naturgy Energy Group, S.A. amounted to Euros 447 thousand (Euros 519 thousand in 2024). Senior management remuneration For the sole purposes of the information contained in this section, Senior Management is defined as the Executive Chairman in relation to his executive functions, and the executives reporting directly to the Board of Directors, the Executive Chairman or the Internal Audit Director. As a result of the definition established in the preceding paragraph, as at 31 December 2025, this group comprised 17 people (17 people as at 31 December 2024) of whom one person belonged to group companies (2 people in the previous year). The fixed remuneration, variable remuneration and other items accrued in 2025 by the 17members of senior management amounted to Euros 14,662 thousand (Euros 7,750 thousand, Euros 6,615 thousand and Euros 297 thousand, respectively) and Euros 14,382 thousand in 2024 (Euros 7,328 thousand, Euros 6,759 thousand and Euros 295 thousand, respectively). As in 2024, the amount relating to the annual variable remuneration of the Executive Chairman will be settled as a voluntary contribution to his superannuation plan, in accordance with the terms of the relevant agreement Additionally, on 18 February 2025, Naturgy's Board of Directors decided that the long-term variable incentive plan discussed in notes 11 and 12 of these annual accounts statements would expire early. Settling this plan for the seven-year period from 2018 to 2024 for the members of senior management resulted in an amount of Euros 7,539 thousand per year. During 2024, the executives who made up the Senior Management did not receive any advances under the Long-Term Variable Incentive Plan. Additionally, in order to comply with the current multi-year variable remuneration scheme, the Board of Directors approved a new incentive for the period 2025-2027, applicable to all Naturgy executives, including the 17 members of senior management (see Note 12). Contributions to pension plans and group insurance policies, together with life insurance premiums paid, totalled Euros 2,018 thousand in 2025 (Euros 1,923 thousand in 2024). The funds accumulated through these contributions totalled Euros 38,031 thousand for all executives as at 31 December 2025 (Euros 32,913 thousand as at 31 December 2024). As at 31 December 2025, Naturgy had granted guarantees on loans to senior management amounting to Euros 1,115 thousand (Euros 1,115 thousand as at 31 December 2024); there were no advances to that group at that date (Euros 29 thousand as at 31 December 2024). Moreover, during 2025, no severance payments were made to senior management; accordingly, no payments were made under this heading in 2024. The Executive Chairman's contract provides for a severance payment in the event of termination or non-renewal of his position as director in the amount of two annuities of his total remuneration: (i) total annual fixed monetary remuneration, (ii) annual variable remuneration, and (iii) long-term incentive in annual terms. If, at the time of calculating the indemnity, the long-term incentive has not been concluded, it will be necessary to wait until its conclusion to calculate and, in the event, pay the related amount in annual terms. The indemnity will not be payable in the event of the serious and culpable nonfulfilment of his professional obligations causing significant harm to Naturgy's interests. In addition, as consideration for a post-contractual no-competition agreement with a duration of one year, an indemnity equivalent to one year’s full fixed remuneration is provided for. The contracts concluded with ten members of Management Committee (10) contain a clause providing for compensation equivalent to the legally established indemnity, which varies, depending on seniority, between two and three-and-a-half years' salary. This clause applies to cases of unfair dismissal, as well as those referred to in Articles 40, 41 and 50 of the Workers' Statute, and, in one of the contracts, to certain situations involving a change in control. In addition, the ten contracts contain a clause providing for compensation equivalent to one year's fixed remuneration for a post-contractual non-competition commitment lasting up to two years. Annual Report of Naturgy Energy Group, S.A. 2025 87
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Transactions with members of the Board of Directors and Senior Management The Directors have the obligation to avoid conflicts of interest as established by the Board Regulations of Naturgy Energy Group, S.A. and Articles 228 and 229 of the Spanish Companies Law. Additionally, these articles require that conflicts of interest involving directors must be reported in the annual accounts. In 2025 and 2024, the directors of Naturgy Energy Group, S.A. did not notify the Board of Directors of any general situation of conflict of interest. In transactions with related parties (significant shareholders) that have been submitted for approval by the Board, subject to a favourable report of the Audit Committee, any directors linked to the related party involved abstained in each case. During 2025 and 2024, the members of the Board of Directors and the Management Committee did not carry out related-party transactions outside the ordinary course of business or transactions that were not conducted under normal market conditions with Naturgy Energy Group, S.A. or Group companies. Note 27. Contingent liabilities and commitments Guarantees Guarantees furnished by Naturgy at 31 December 2025 and 2024 are as follows: – Guarantees provided to third parties, basically for investment commitments of Group companies, amounting to Euros 12 million (Euros 11 million as at 31 December 2024). – Guarantees provided to public bodies, mainly for tax obligations, amounting to Euros 366 million (Euros 266 million as at 31 December 2024). – Guarantees for debt issues by group companies Natural Finance Iberia, S.A. and Unión Fenosa Preferentes, S.A.U. totalling Euros 5,260 million (Euros 6,461 million as at 31 December 2024). – Guarantees for obligations under gas purchase and transport contracts and long-term (20 to 25 years) gas tanker charter contracts of group companies Naturgy LNG Marketing Ltd, Naturgy LNG GOM Limited and Naturgy Aprovisionamientos, S.A. As at 31 December 2025, these contracts amount to Euros 6,530 million (Euros 6,722 million as at 31 December 2024) valued on the basis of current market conditions for the commodities and currencies to which they are linked. – Parent company guarantees (PCGs) associated with the derivative instruments arranged for a total amount of Euros 1,503 million (Euros 1,381 million as at 31 December 2024). As the above guarantees are basically granted in order to secure the fulfilment of contractual obligations or investment commitments, the events that would lead to their execution, and therefore a cash disbursement, would be the nonfulfilment by Naturgy of its obligations in the ordinary course of its business, the probability of which is considered remote. Naturgy estimates that the liabilities not foreseen at 31 December 2025, if any, that could arise from guarantees furnished would not be significant. Contractual commitments At 31 December 2025 and 2024, the Company has no long-term gas purchase commitments. Operating lease commitments break down as follows: Annual Report of Naturgy Energy Group, S.A. 2025 88
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2025 2024 Up to one year 17 17 Between 1 and 5 years 44 46 Between 5 and 10 years 27 11 88 74 In 2025, this mainly includes operating leases without purchase options on five properties, as detailed below: Property Situation Contract maturity Contact extension Avda. San Luis, 77 Madrid 2026 5 years Acanto, 11-13 Madrid 2026 5 years Avda. América, 38 Madrid 2031 2 periods of 5 years Avda. Diagonal, 525 Barcelona 2031 2 periods of 5 years Josefa Valcárcel, 48 Madrid 2036 5 years Contingent liabilities for litigation and arbitration At the date of authorisation for issue of these annual accounts, the Company is not involved in any legal or extrajudicial disputes that might result in the recognition of provisions for litigation in the balance sheet. Nevertheless, the main litigation or arbitration cases in which it is involved are disclosed below: Contested withholding tax assessments On 7 July 2023, assessments were received in respect of withholdings on account of non-resident income tax for the period 2018-2020 amounting to Euros 195 million, including interest; those assessments are being disputed and an administrative-financial appeal has been filed with the Central Economic-Administrative Tribunal. As at 31 December 2025, the Board of Directors does not consider it likely that the related risks will materialise. Note 28. Auditors’ fees The fees accrued in 2025 and2024 were as follows: 2025 2024 KPMG Auditores, S.L Rest of KPMG network Total KPMG Auditores, S.L Rest of KPMG network Total Auditing services 1,239 — 1,239 1,165 — 1,165 Assurance services and services related to the audit (1) 247 — 247 251 — 251 Tax services — — — — 102 102 Other services 229 — 229 210 44 254 Total fees 1,715 — 1,715 1,626 146 1,772 Note 29. Environment Naturgy is aware of its activities’ environmental impacts and, consequently, the Group pays particular attention to the protection of the environment and the efficient use of natural resources to meet energy demand. The Global Sustainability Policy (approved in 2025 to replace the Environmental Policy and the Human Rights Policy) places particular emphasis on continuing to be a key player in the energy transition and contributing to a reduction of greenhouse gas (GHG) emissions, having regard to technological progress and the policies and energy regulations in each country where the Group operates. Annual Report of Naturgy Energy Group, S.A. 2025 89
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Naturgy's most immediate, concrete and measurable responsibility towards the environment is set out in the Sustainability Plan, enshrined in the Strategic Plan 2025-2027. The Sustainability Plan establishes the objectives that guide the Group in its daily performance, in line with the applicable regulations and European Sustainability Reporting Standards (ESRS). Looking farther ahead, the Group is committed to investing today in sustainable activities, many of which are eligible under the European Taxonomy: • Constructing new renewable generation facilities to reach an installed capacity of 9.5 GW by 2027. • Focusing on carbon-neutral renewable gases with a target of producing or injecting at least 1.6 TWh into gas networks in Spain in 2027. • Integrating biodiversity into Naturgy's strategy and decision-making processes and designing transition plans, as required, that are aligned with the Kunming-Montreal Global Biodiversity Framework. To this end, Naturgy is focused on six strategic environmental axes: – Environmental governance and management – Climate change – Pollution – Water resources – Biodiversity and ecosystems – Resource use and circular economy Although the 2025 Non-Financial Information Statement and Sustainability Report contains detailed information on the company's environmental management performance and results, the main milestones are summarised below: Environmental governance and management • The Declaration of Principles and Policies (replacing the Corporate Responsibility Policy) and the Global Sustainability Policy (replacing the Environmental Policy and the Human Rights Policy) were approved in 2025. The Declaration of Principles and Policies defines the principles derived from Naturgy's purpose and values, which guide its activities to establish trusting, stable, solid and mutually beneficial relationships with its stakeholders, contributing to building a sustainable economic model in the regions where the Group operates. These principles are implemented through the Code of Ethics and the Global Policies, including the Global Sustainability Policy, which establishes the principles for defining governance and strategy, for identifying impacts, risks and opportunities, and for establishing metrics and objectives that ensure that the sustainability issues set out in the European Sustainability Reporting Standards (ESRS) are managed through the definition of principles, responsibilities and tools. Specifically, in the environmental area, the topics addressed are climate change, pollution, water resources, biodiversity and ecosystems, and resource use and the circular economy. • Naturgy has a Sustainability Plan, aligned with its 2025-2027 Strategic Plan, that was approved on 18 February 2025 and sets out the Group's environmental objectives for that period. • ISO 14001 certification was maintained in 2025. • Both climate-related and nature-related risks have been assessed using the voluntary TCFD (Task Force on Climate-related Financial Disclosures) and TNFD (Taskforce on Nature-related Financial Disclosures) frameworks, respectively. Annual Report of Naturgy Energy Group, S.A. 2025 90
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Climate change • At a meeting on 18 February 2025, the Board of Directors approved the Climate Transition Plan (CTP), which details the pathways for reducing greenhouse gas (GHG) emissions and the intermediate targets required by the applicable regulations, and provides an understanding of the mitigation efforts undertaken by the Group. • In 2025, the total carbon footprint (scopes 1, 2 and 3) was reduced by 14.3% with respect to 2022 (the baseline year for the objectives of the Climate Transition Plan). Scope 1 (direct) emissions amounted to 13.1 million tonnes of CO2eq, 14.3% more than the previous year, mainly due to the increase in production at the Group's combined cycle plants in Spain as required to guarantee security of supply following the country- wide blackout on 28 April 2025 (a net increase of 63.6% in output by the CCGTs in Spain compared to 2024). Indirect (scope 2) emissions amounted to 0.2 million tCO2eq, a decline of 48.2% year-on-year as a result of the reduction in electricity purchases not included in Scope 1, while Scope 3 emissions amounted to 94.0 million tCO2eq. The latter decreased by 12.5% with respect to 2024 for several reasons, most notably the decline in end-user demand for distributed natural gas and in the volume of LNG sold internationally. • Renewable gases (biomethane and, in the medium-long term, hydrogen) are the key lever for decarbonising Naturgy's gas business. In 2025, the Group was involved in biomethane projects that had a production and/ or grid injection capacity of 0.42 TWh. • 12,477GWh of renewable electricity with guarantees of origin certified by the CNMC were supplied in Spain. • 17,824MWh of biomethane with renewable gas guarantees of origin, either in-house or purchased on the market, were supplied in Spain. • It is noted that there has been a decrease in fuel consumption of 12.6%, mainly due to greater operation of CCGTs in Spain. Pollution The principles established in this area by the Global Sustainability Policy are: • Prevent and control air, water, and soil pollution to reduce environmental impacts. • Design new facilities in accordance with the "do no significant harm" (DNSH) approach, as established in the European Taxonomy Regulation. In the double materiality assessment, soil contamination is considered to be non-material and, consequently, Naturgy focuses its efforts on minimising the impacts of air and water pollution, which are basically located in the value chain. Water resources • Water is a natural resource used in the Group's processes to which particular attention is paid, through analyses of the risks related to water use, discharge quality control, ecological reservoir management, eco- efficiency and the reuse of water in processes, for instance through the integration of wastewater from other activities. Overall, 968.7 hm3 were collected, of which 20.5 hm3 were used, the remainder being returned to the environment in the form of discharges. In absolute terms, water consumption increased by 24.3% in 2025. This was due to the increase in output by the CCGT plants in Spain, which need water for cooling and other essential functions. Annual Report of Naturgy Energy Group, S.A. 2025 91
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Biodiversity and ecosystems • In 2025, Naturgy undertook numerous actions in the area of natural capital and biodiversity, all with the aim of preventing, reducing or offsetting our impacts so as to advance with our commitment to zero net loss of biodiversity and the enhancement of the value of the natural surroundings. Specifically, 457 biodiversity initiatives were implemented throughout the Group. • In 2025, environmental restoration actions were carried out on 448.2 hectares.11% of that area relates to protected areas, habitats or species. Resource use and circular economy The principles established in this area by the Global Sustainability Policy are: • Use resources efficiently, abate waste production, promote waste recovery in accordance with the waste hierarchy, and promote new circular economy models. • Implement circular practices, especially in new projects and facility decommissioning. In the double materiality assessment, resource inputs and use, and waste production, are the areas where material impacts and risks have been identified in the value chain, due to the manufacture of the equipment and materials necessary for operations. Environmental investments and expenses The environmental actions carried out by the Company in 2025 amounted to Euros 1.7 million (Euros 1.5 million in 2024), of which Euros 0.1 million related to environmental and social responsibility investments and Euros 1.6 million to expenses incurred on corporate environmental management tools, calculating and verifying the corporate carbon footprint, performing external environmental audits, as well as reporting, communication, training and participation in specialised environmental initiatives and events aimed at strengthening the management, monitoring and transparency of the Group's environmental performance (in 2024: Euros 0.1 million related to environmental investments and Euros 1.4 million to expenses incurred on in environmental management). The Company also incurred expenses amounting to Euros 0.1 million for the environmental management of facilities and buildings (Euros 0.1 million in 2024) and in investments of 0.9 million for the same concept (0.4 million euros in 2024). Note 30. Events after the reporting date On 17 February 2026, the Board of Directors of Naturgy adopted the proposal for the distribution of the Company's 2025 net profit and prior-year retained earnings, which will be submitted to the shareholders at the annual general meeting, as described in Note 11. Apart from the foregoing, there have been no other material events since the reporting date. ******************* Annual Report of Naturgy Energy Group, S.A. 2025 92
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NATURGY TAX GROUP COMPANIES The companies in the Naturgy tax group for the year 2025, according to the statement made to the tax authorities, are as follows: Naturgy Energy Group, S.A. Naturgy Ciclos Combinados, S.L.U. Bio Carmona, S.L.U. Naturgy Clientes, S.A.U. Bio Caspe, S.L.U. Naturgy Comercializadora Empresas, S.A.U. Bio Corral de Almaguer, S.L.U. Naturgy Commodities Trading, S.A. Bio Criptana, S.L.U. Naturgy Distribución Latinoamérica, S.A. Bio Loja, S.L.U. Naturgy Electricidad Colombia, S.L. Bio Madridejos, S.L.U. Naturgy Engineering, S.L. Bio Membrilla, S.L.U. Naturgy Finance Iberia, S.A.U. Bio Tarancón, S.L.U. Naturgy Generación Térmica, S.L.U. Bio Tobarra, S.L.U. Naturgy Generación, S.L.U. Bio Vilches, S.L.U. Naturgy Iberia, S.A. Biobarrax Albacete, S.L.U. Naturgy Infraestructuras EMEA, S.L. Biogas Lucainena, S.L.U. Naturgy Ingeniería Nuclear, S.L. Biogas Mediana, S.L.U. Naturgy InnovaHub, S.L. Biometano Segria, S.L. Naturgy Inversiones Internacionales, S.A. Boreas Eólica 2, S.A. Naturgy Nuevas Energías, S.L.U. Comercializadora Regulada, Gas & Power, S.A. Naturgy Participaciones, S.A.U. Encarnaciones Energy, S.L. Naturgy Renovables Canarias, S.L.U. Energías Ambientales de Somozas, S.A. Naturgy Renovables Ruralia, S.L. Energías Renovables Agüimes, S.L.U. Naturgy Renovables, S.L.U. Europe Maghreb Pipeline, S.L. Naturgy Vento, S.A. Gas Natural Comercializadora, S.A. Nedgia Andalucía, S.A. Gas Natural Redes GLP, S.A. Nedgia Aragón, S.A. Gas Natural Transporte SDG, S.L. Nedgia Castilla La Mancha, S.A. General de Edificios y Solares, S.L. Nedgia Catalunya, S.A. Global Power Generation, S.A. Nedgia Cegas, S.A. GNR Andalucía, S.L.U. Nedgia Madrid, S.A. GPG México Wind, S.L.U. Nedgia, S.A. GPG México, S.L.U. Operación y Mantenimiento Energy, S.A. H2Meirama, S.L. Parque Eólico Nerea, S.L. Holding de Negocios de Gas, S.A. Parque Eólico Peñarroldana, S.L. Holding Negocios Electricidad, S.A. Petroleum, Oil & Gas España, S.A. J.G.C. Cogeneración Daimiel, S.L. Romera Eco Power Solar Energy, S.L. La Propagadora del Gas, S.A. Sagane, S.A. Lignitos de Meirama, S.A. Societat Eòlica de L'Enderrocada, S.A. Mangos Energy, S.L. Sol Morón Energy, S.L. Naturgy Acciones, S.L.U. Tratamiento Cinca Medio, S.L. Naturgy Alfa Investments, S.A.U. UFD Distribución Electricidad, S.A. Naturgy Aprovisionamientos, S.A. Unión Fenosa Preferentes, S.A.U. Naturgy Capital Markets, S.A. Annual Report of Naturgy Energy Group, S.A. 2025 93
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Naturgy Energy Group, S.A. Report 2025 DIRECTORS' REPORT Annual Report of Naturgy Energy Group, S.A. 2025 1
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Directors' report for the year ended 31 December 2025 Table of Contents 1. Main aggregates 2 2. Main risks, opportunities and uncertainties 6 3. Corporate governance 23 4. Forecast Group performance 26 5. Innovation 29 6. Non-financial information statement 33 7. Additional information 33 8. Annual Corporate Governance report 34 9. Annual Directors' Remuneration Report 34 Annual Report of Naturgy Energy Group, S.A. 2025 1
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1. Main aggregates Naturgy Energy Group, S.A.'s main aggregates and their performance in the year are as follows: 2025 2024 % Revenue 1,843 1,468 25.5 Operating profit 1,679 1,409 19.2 Profit for the year 1,321 1,057 25.0 Shareholders' equity 16,193 17,684 (8.4) Net equity 16,209 17,704 (8.4) Financial debt 5,950 5,483 8.5 (1) According to the definition of Alternative Performance Metrics (APM) used, Financial debt is to the sum of the balance sheet headings "Long-term Financial Debt" (Euros 5,804 million as at 31 December 2025 and Euros 5,349 million as at 31 December 2024) and “Short-term financial debt” (Euros 146 million as at 31 December 2025 and Euros 134 million as at 31 December 2024). The relevance to use corresponds to the measure of the company's indebtedness, which includes current and non-current items. This indicator is widely used in the capital markets to compare different companies. Naturgy Energy Group, S.A., is a company that operates basically through holdings in group companies and associates; accordingly, the information below refers to the Naturgy consolidated group (hereinafter, Naturgy). 1.1. Business performance and results Notes on financial disclosures – Naturgy's financial disclosures contain magnitudes and metrics drafted in accordance with International Financial Reporting Standards (IFRS) and with the Alternative Performance Metrics (APM), which are viewed as adjusted figures with respect to those presented in accordance with IFRS. The APMs are defined in Appendix I to the Consolidated Directors' Report. Main financial aggregates 2025 2024 Change (%) Net sales 19,455 19,267 1.0 % EBITDA 5,334 5,365 (0.6) % EBIT 3,580 3,549 0.9 % Consolidated profit attributable to equity holders of the parent company 2,023 1,901 6.4 % Capital expenditure (CAPEX) 2,142 2,280 (6.1) % Net borrowings 12,317 12,201 1.0 % Free cash flow after non-controlling interests 2,242 1,418 58.1 % 1 These alternative performance metrics were redefined to better reflect the investment efforts of the Group’s businesses (see Appendix I Alternative Performance Metrics in the Consolidated Directors' Report). Key financials & metrics 2025 2024 Leverage (%) 52.0 % 51.1 % EBITDA/Net financial debt cost 10.1x 10.9x Net financial debt/EBITDA 2.3x 2.3x Annual Report of Naturgy Energy Group, S.A. 2025 2
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Main stock market ratios and shareholder remuneration 2025 2024 Total no. of shares ('000) 969,614 969,614 Average no. of shares outstanding ('000) 1 930,411 960,734 Share price as at 31/12 (€) 25.92 23.38 Market capitalisation as at 31/12 (€ million) 25,132 22,670 Earnings per share (€) attributable to the parent company 2.17 1.98 Dividend paid 2 1,682 1,357 1 Calculated using the average number of outstanding shares in the year (average number of ordinary shares minus average number of treasury shares). 2 Dividends paid, net of those received by group companies, amount to Euros 1,676 million and Euros 1,345 million as at 31 December 2025 and 2024, respectively. Key operating figures Distribution 2025 2024 Gas distribution (GWh) 384,039 392,953 Electricity distribution (GWh) 34,684 34,410 Gas supply points ('000) 11,077 11,066 Electricity supply points ('000) 4,951 4,913 Gas distribution network (km) 138,247 137,567 Length of electricity transmission and distribution network (km) 158,557 157,165 Gas 2025 2024 Supply (GWh) 133,523 123,972 International LNG (GWh) 108,333 110,117 Total gas supply (GWh) 241,856 234,089 Electricity 2025 2024 Supply (GWh) 18,785 18,111 Electricity sales (GWh) 3,021 1,414 Total electricity supply (GWh) 21,806 19,525 Installed thermal generation capacity (MW) 10,675 10,675 Installed renewable capacity, excluding batteries (MW) 8,020 7,254 Total installed capacity (MW) 18,695 17,929 Battery storage (MW) 65 65 Net thermal production (GWh) 32,988 28,279 Net renewable production (GWh) 15,188 14,381 Total net production (GWh) 48,176 42,660 Annual Report of Naturgy Energy Group, S.A. 2025 3
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Environmental and social performance Environment 2025 2024 Power generation emission factor (t CO2/GWh) 244 234 Greenhouse gas (GHG) emissions (M tCO2 eq) 1 13.4 11.9 Emissions-free installed capacity (%) 2 46.0 43.7 Emissions-free net production (%) 2 39.4 43.0 Interest in people 2025 2024 No. of employees at year-end 3 6,764 6,941 Training hours per employee 4 49.6 46.0 Women (%) 3, 5 36.8 35.4 Health and safety 2025 2024 No. of accidents leading to time lost 6 12 Frequency index of accidents with lost time 6 0.46 0.89 Commitment to society and integrity 2025 2024 Economic value distributed (Euros million) 7 17,689 17,173 No. of complaints received by the Ethics Committee 125 117 1 GHG: greenhouse gases, measured as tCO2 equivalent (scope 1 and 2). 2 Does not include the number of employees of businesses classified as discontinued operations (8 persons in 2025 and 12 persons in 2024). 3 Considering employees under management, according to the Non-Financial Information Statement and Sustainability Report. 4 Considering the workforce managed by the Group, according to the Consolidated Non-Financial Information Statement (previously calculated on the basis of the workforce managed in Spain). The information for 2024 has been restated for consistency. 5 The information for 2024 has been restated in accordance with the criteria of Commission Delegated Regulation (EU) 2023/2772 and is now calculated per million hours worked (previously it was calculated per 200,000 hours worked, in line with OSHA criteria). 6 Defined in Appendix I – Alternative Performance Metrics. 1.2. Executive summary During 2025, gas and electricity prices remained higher on average than in 2024, driven by ongoing geopolitical tensions and macroeconomic uncertainty. These factors contributed to a decoupling between gas and oil price indexes, with oil prices in 2025 below their average for 2024. In 2025, Naturgy's EBITDA reached a record Euros 5,334 million, as in 2024. These solid results reflect the Group's diversification and resilience, with a balanced combination of risks, geographies and regulated and liberalised activities. Consolidated profit for the year attributable to the parent company reached Euros 2,023 million, an increase of 6.4% over 2024. Cash flow was strong in 2025, and Naturgy maintained a solid balance sheet despite the Euros 2.332 billion share buyback completed in June 2025. Most of the repurchased shares were sold to institutional investors through accelerated placements in August and October 2025. Annual Report of Naturgy Energy Group, S.A. 2025 4
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Results in the regulated activities were stable after adjusting for the extraordinary events of 2024, driven by higher regulatory remuneration in Electricity Spain and tariff updates in Latin America, offset by a negative currency effect. Energy Management made a decisive contribution to results in Naturgy's deregulated businesses, supported by competitive gas procurement and proactive risk management. The Thermal Generation business achieved good results, especially in Spain, mainly as a result of increased production in the constraint market. These results highlight the essential role of flexible generation assets (particularly combined cycle gas plants — CCGTs) in maintaining system stability and security of supply. As renewable penetration continues to increase, so does the system's reliance on CCGTs to provide critical balancing and support services. Naturgy also continued to expand its installed renewable capacity, making progress in decarbonisation. Renewables improved results moderately, supported by higher installed capacity, particularly in Australia. In Spain, the increase in renewable capacity was offset by lower hydroelectric and wind power production. Additionally, in 2025, the Group recognised total revenue of Euros 146 million related to the recovery of the Special Tax on Hydrocarbons (IEH) paid between 2014 and 2018. The Supply business reported lower results after benefiting in 2024 from the favourable court ruling on the energy subsidy. During 2025, capital expenditure amounted to Euros 2,142 million, mainly in Distribution Networks and Renewable Generation. In line with the 2025-2027 Strategic Plan, investment in Distribution Networks accounted for 47% of total capex, compared to 40% in 2024, while investment in the Renewable Generation business represented 36% of total capex, compared to 44% in 2024. The installed capacity in Renewable Generation reached 8.0 GW, with 1.2 GW of additional capacity currently under construction. Capital discipline and profitability continue to be the cornerstones of the Group's approach in the current environment, while focusing selectively on growth in renewables. Naturgy also continues to make progress in the field of Renewable Gases, where it has three alliances: with agricultural and livestock waste management companies (Hispania Silva and Bioeco Energías) and a project developer (ID Energy) to develop biomethane plants throughout Spain by 2030. The Group continues to aspire to be the leading developer of renewable gases in Spain; it is well positioned to take advantage of this opportunity and ready to deploy significant investments and resources in this business. At 2025 year-end, Naturgy's net interest-bearing debt stood at Euros 12,317 million, compared to Euros 12,201 million in 2024. The ratio of net interest-bearing debt to EBITDA stood at 2.3x, even after the impact of the Euros 2.332 billion share buyback completed in June 2025. In addition, an accelerated share placement transaction was carried out on 7 August for a net amount of Euros 495 million, and another was carried out on 9 October for a net amount of Euros 879 million. Both transactions were part of the 2025-2027 Strategic Plan and enabled the company to achieve its objective of increasing free float, boosting share liquidity, and returning to the main stock market indices. As for shareholder remuneration during 2025, Naturgy distributed Euros 1,676 million in dividends (net of the amount received by group companies), including a 2024supplementary dividend amounting to €0.60 per share in cash, paid in April 2025, and two interim dividends out of 2025 earnings each amounting to €0.60 per share, paid in July and November 2025, respectively. As part of the 2025-2027 Strategic Plan presented in February 2025, Naturgy revised its dividend distribution policy and established a plan to steadily increase the annual dividend from €1.7 per share in 2025 to €1.90 per share in 2027, subject to maintaining a BBB credit rating. Following the completion of the tender offer for own shares, treasury stock amounted to 4.5% of total capital. Dividends will be paid to all shares not classified as direct treasury stock on the dividend distribution date. A total dividend of €/1.77 share out of 2025 earnings will be proposed to the Annual Shareholder’s Meeting, in accordance with the established dividend policy. The supplementary dividend of € 0.57 per share will be payable from 31 March 2026, subject to approval by the General Shareholders' Meeting. Tender offer and subsequent placement During 2025, Naturgy carried out significant operations within the framework of its 2025-2027 Strategic Plan, which aims to restore adequate levels of free float, promote the share's liquidity and strengthen its presence in international stock market indices. In this context, the Group made a voluntary tender offer to acquire 88 million own shares, which was executed in June 2025, followed by various orderly placements of treasury stock on the market. For further details, see Section 7.1 "Own shares," of this document. Annual Report of Naturgy Energy Group, S.A. 2025 5
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MSCI (Morgan Stanley Capital International) In February 2024, Morgan Stanley Capital International (MSCI), a global benchmark for institutional investments and numerous mutual funds and exchange-traded funds, announced changes to the composition of several of its indexes. As a result, Naturgy ceased to be a component of several MSCI indices, effective as of market close on the last business day of February 2024. The exclusion was based on the market value of Naturgy's free float, which had fallen below MSCI's minimum inclusion thresholds, and was unrelated to the Group's operating and financial performance. Naturgy carried out a number of transactions that restored its free float to appropriate levels. As a result, Naturgy was reinstated in the main stock market indices, notably the MSCI indices, in November 2025. Changes in the shareholder structure There were significant changes in the ownership structure in 2025 as a result, among other factors, of the goal of restoring free float and strengthening the company's presence in stock market indices. For further details, see Note 3, "Corporate governance model," of this document. Energy demand and commodity prices Average gas and electricity prices in Europe were higher in 2025 than in 2024, influenced by macroeconomic uncertainty, geopolitical developments and lower temperatures. These factors contributed to a decoupling between gas and oil price indices, with Brent trading below the 2024 average. In this context, the HH, TTF and JKM indices stood on average 52%, 12% and 8%, respectively, above their 2024 levels. In addition, wholesale electricity prices were 4% higher on average than in 2024. In contrast, average Brent prices were 14% lower than in 2024. Demand performance was mixed across the various markets. Gas Mexico remained stable, while demand declined by 8.2% in Gas Brazil, 8.1% in Gas Argentina, 4.4% in Gas Chile and 0.8% in Gas Spain. Demand in Electricity Spain increased by 1.5%, while Electricity Argentina and Electricity Panama experienced declines of 4.5% and 0.2%, respectively. 2. Main risks, opportunities and uncertainties 2.1. Risk control and management model Naturgy's Risk Control and Management Model determines the risk assessment methodologies and models, controls, manages and establishes the Group's risk reporting, ensuring that a risk profile and target risk limits are maintained to guarantee that the level of exposure in the course of its activities is consistent with its annual and strategic objectives. The model is implemented on the basis of the principles of integration, segregation, homogeneity, coherence and transparency in corporate governance, and is structured in four pillars: • Risk governance: defines governance for each type of risk, establishing the necessary regulations and assigning responsibilities. • Risk Assessment: establishes the risk assessment methodologies, harmonising common procedures for the identification, assessment and treatment of the information associated with each risk, to ensure uniformity and coherence both when quantifying them individually and when subsequently aggregating them, with the aim of achieving a homogeneous, integrated vision of them. The metrics used to assess risk depend on the nature of the risk, mainly: – Quantitative/Stochastic: probabilistic scenario simulation with random components makes it possible to assess deviations within different confidence intervals. – Deterministic/Scenarios: Expected impact of an event based on its probability. Annual Report of Naturgy Energy Group, S.A. 2025 6
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– Stress Test: Assessment of extreme scenarios. – Heatmaps: qualitative analysis of the risk on a factor basis. • Risk Appetite: establishes the risk tolerance by setting limits for the main risk categories, as a function of the Group's targets. • Risk Reporting: establishes regular, systematic risk reporting at different management levels, expressed in the Corporate Risk Map, recurring risk reports and/or ad hoc reports. The Corporate Risk Map identifies and quantifies the risks that might affect Naturgy's performance, providing a comprehensive, consistent and integrated overview of these risks. Risk management bodies Naturgy has a framework integrating the vision of governance, risks and compliance so as to provide a 360-degree view of the group's processes, existing controls and associated risks. To this end, it has a number of bodies with clearly identified areas of responsibility, making it possible to delimit the predictability and ensure the sustainability of Naturgy's operational and financial performance. • The Board of Directors approves the Global Risk Policy and oversees the Risk Control and Management Model. The Global Risk Policy establishes the basic principles and general guidelines needed to ensure the proper identification, assessment, control, management and reporting of Naturgy's risk exposure, ensuring that this level of exposure is aligned with the overall target risk profile (Risk Appetite) and with the fulfilment of the Group's annual and strategic objectives. • The Audit and Control Committee, by delegation from the Board of Directors, oversees the effectiveness of the Risk Control and Management Model by monitoring compliance with the Global Risk Policy. • The Management Committee promotes a culture of risk control and management, approves the Risk Control and Management Model, ensures its proper functioning and, at its discretion, may set up such committees as it deems appropriate to which it may delegate these functions. In addition, they propose the definition of risk tolerance by setting limits (Risk Appetite) for the main risk categories aligned with the Group's objectives, for subsequent approval by the Board of Directors. • Internal Audit, as a third line of defence, conducts appropriate audits to assess the level of compliance with the Global Risk Policy and the Risk Control and Management Model. • The Corporate Risk Management Function: – Implements the content of the Global Risk Policy and ensures it is complied with and updated. – Convenes the necessary subcommittees to ensure the proper functioning of the Risk Control and Management Model, as well as any other committees that may have been established. – Defines, implements and/or supervises the modelling and quantification of all risks in order to ensure that the metrics are appropriate and consistent. – Produces and periodically updates the Corporate Risk Map and recurring risk reports for presentation to the Board of Directors, the Audit and Control Committee, and the Management Committee. – Ensures that business and corporate units assume their responsibility for identifying, assessing, controlling, managing and reporting risks. – Controls risks. Annual Report of Naturgy Energy Group, S.A. 2025 7
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– Manages risks within its area of responsibility, participating in particular in the overall management of market and credit risks, as well as associated strategic risks. – Assesses the impact of operations with potential risk implications, and identifies the level of authorisation required for them. • Business and Corporate Units: – Identify and manage risk within their areas of responsibility in accordance with established governance, complying with the limits and criteria approved in the Global Risk Policy and/or associated regulations, under the supervision and guidelines of the Corporate Risk Management Function. – Report to the Corporate Risk Management Function on the monitoring of risks within their area of responsibility, as well as all the necessary business and operational information for risk modelling and measurement. Also, as appropriate, they produce their own risk maps aligned with the common methodology of the Corporate Risk Map. Risk categories Naturgy defines five types of risk in its Corporate Risk Map: Economic, Financial, Operational, Reputational/ Compliance, and Strategic. Types of economic and financial risk For economic and financial risk types, a risk assessment is performed using quantitative/stochastic modelling or deterministic/scenario methodology; in the latter case, the expected impact of the event is assessed based on its probability. Categories of economic risk Risks arising from the volatility of external factors, changes in supply and demand, changes in regulatory frameworks, as well as legal risks, with an impact on the Group's results: Annual Report of Naturgy Energy Group, S.A. 2025 8
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• Commodity risk: uncertainty caused by variability in the prices of the energy and other commodities that Naturgy uses. • Margin/price risk (other than commodity risk): Uncertainty associated with the performance of key variables as a result of changes in competitive pressure, unmet margin assumptions and/or contract revisions. • Exchange rate risk: the uncertainty associated with changes during the year in the exchange rates of the currencies in which Naturgy's businesses are denominated. • Volume risks: uncertainty associated with variations in volumes produced, procured, distributed and/or supplied due to the characteristics of the markets and the demand in which Naturgy's businesses operate, weather and climate factors, and/or the macroeconomic environment. Given their nature and how they are managed, these four risks are grouped broadly under the heading of Market Risk. • Regulatory risk: uncertainty associated with reviews of the remuneration frameworks and/or parameters for the regulated businesses or changes to the regulatory framework in which Naturgy's businesses operate. • Legal risk: uncertainty associated with the potential outcome of litigation, arbitration or legal claims against Naturgy. Financial risk categories: Risks arising from changes in tax frameworks, asset financing structures and funding needs, and delinquency, with an impact on the Group's cash flow and/or balance sheet. • Tax risk: uncertainty associated with the proper application of tax regulations, the complexity of their interpretation, and possible amendments, with a potential economic impact on the Group's consolidated annual accounts. • Credit risk: uncertainty associated with the deterioration of credit quality or default by Naturgy's various customer segments and/or trade and financial counterparties. • Interest rate risk: uncertainty associated with interest rate changes impacting the Group's financial expenses, arising from the need for funding in the currencies in which Naturgy's debt is denominated. • Rating risk: uncertainty associated with the review of the Group's rating in relation to the established target. • Liquidity risk: uncertainty associated with a potential increase in funding requirements and the Group's ability to meet its financial obligations. Types of Operational, Reputational/Compliance and Strategic risk Operational, reputational/compliance and strategic risk types are generally assessed quantitative/stochastic modelling or a deterministic/scenario methodology, heat maps, internal/external rating assessments and/or stress tests. Operational risk categories Risks arising from failures in processes, systems, people, physical assets and/or external factors that could negatively impact business continuity and sustainability and/or result in financial losses, legal penalties or impairment of health and safety. • Operational risk: uncertainty associated with chance events, process failures or accidents affecting people, financial losses and/or damage or unavailability of the Group's operating assets. Annual Report of Naturgy Energy Group, S.A. 2025 9
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• Nature-related risks: uncertainty associated with the adverse effects that ecosystem degradation, species loss or disruption of ecosystem services may have on Naturgy's operations, supply chain and financial value, due to the organisation's dependencies, and impacts, on natural resources. • Climate change risk: Uncertainty associated with physical impacts, whether due to extreme natural events or gradual, long-term climate change, and impacts resulting from transition policies that bring about changes in regulations, the market or technology. • Security risk: uncertainty associated with the occurrence of personal injury or property damage caused intentionally by a third party. • Third-party risk: uncertainty associated with relationships with third parties whose behaviour/performance may result in loss, damage, operational disruption, regulatory non-compliance and/or possible loss of control, quality or service of outsourced processes, including the impact on business continuity due to disruptions at suppliers, contractors, business partners, vendors and any other external entity with which the organisation has a contractual or collaborative relationship. • Fraud risk: uncertainty associated with the occurrence of any unlawful action carried out intentionally by an employee or third party to obtain a direct or indirect personal benefit through the misuse of Naturgy's resources or assets. • Cybersecurity risk: uncertainty associated with the occurrence of malicious attacks or accidental events with an operational impact such as to affect data, computer networks or technology. • Data protection risk: uncertainty associated with breach of data protection obligations that may result in an administrative penalties or civil judgements. • Health and safety risk: uncertainty associated with injuries and deterioration in the health of Naturgy professionals and those of partner companies related to its activity. Reputational/compliance risk categories Risks arising from breach of current laws, applicable regulations, both internal and external, and Naturgy's ethical standards, as well as inadequate performance in connection with ESG, customer satisfaction and talent management, which may result in financial losses, penalties, litigation or harm to the Group's reputation. • Compliance risk: uncertainty associated with breach of current legislation, as well as any policies and other internal regulations applicable to the Group's activities that may result in penalties, financial losses and/or reputational damage. • Reputational and ESG risk: uncertainty associated with changes in stakeholders' perceptions of Naturgy's reputation and its ability to develop sustainable businesses, from an environmental, social and governance (ESG) perspective. • Customer satisfaction risk: uncertainty associated with the impairment of customer satisfaction due to shortcomings in the execution of processes that impact their life cycle. • Risk to persons: uncertainty associated with changes in political and economic contexts, modifications to labour regulations, or those arising from the management of the processes that make up Naturgy's value proposition and professional experience. Strategic risk categories risks associated with Naturgy's long-term business portfolio arising from strategic planning (such as long-term exposure to commodities, capital allocation by geography, the risk profile of the businesses, the commercial strategy, and the development of new initiatives), changes in the competitive environment, business sustainability (including climate change and other nature-related risks) and innovation initiatives, which affect the company's ability to achieve its long-term objectives. Annual Report of Naturgy Energy Group, S.A. 2025 10
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In general, the impacts of strategic risks will be factored into projections, within the appropriate time horizon, of economic, financial, operational and reputational/compliance risks. 2.2. Description of the main risks Market risk Commodity risk In the gas business, it should be noted that Naturgy's operating results are linked to the purchase and sale of gas to supply a diversified customer portfolio. Most gas procurement contracts are arranged on a long-term basis with purchase prices based on a combination of commodity prices, basically crude oil and its derivatives, and natural gas hub prices. Selling prices to final customers are generally agreed on a short/medium-term basis and are conditioned by the supply/demand balance existing at any given time in the gas market. This may result in decoupling with respect to gas procurement prices. Consequently, Naturgy is exposed to variations in gas procurement prices with respect to the sale price to end customers. Exposure to this risk is managed and mitigated by natural hedging, seeking to balance the commodity exposures of both prices. Additionally, the main long-term procurement contracts allow us to manage this exposure through volume flexibility and price review mechanisms. When it is not possible to achieve a natural hedge, the position is managed, within reasonable risk parameters, through derivatives, generally designated as hedging instruments, to reduce exposure to price decoupling risk. However, these hedges may prove to be ineffective in the event of changes in the expected dates of the purchase and sale transactions, a reduction in the volumes hedged, or a decoupling from the indices hedged in the purchase and sale transactions. In the integrated electricity businesses, the Group's aggregate exposure is determined by the strategic generation/ supply positioning and by the final sale pricing policies in electricity supply. This position includes managing exposure t o c h a n g e s i n t h e p r i c e o f C O ₂ e m i s s i o n r i g h t s , w h i c h a f f e c t s t h e p u r c h a s e o f r i g h t s f o r p o w e r g e n e r a t i o n b y i t s C C G T plants. Margin/price risk (other than commodity risk) The deregulated businesses experience competitive pressure on sales prices and market shares and, therefore, on their margins. Naturgy monitors and quantifies the margins in all its businesses, identifies significant deviations from margin spread assumptions and mitigates risk by adjusting contract terms. Exchange rate risk Naturgy has interests in several countries and is exposed to the exchange rate in each of their currencies. Exchange rate risk is largely mitigated by financing investments in local currency. Priority is also given to aligning the costs and revenues of activities referenced to the same currency, as well as the amounts and maturities of assets and liabilities arising from transactions denominated in currencies other than the euro. Additionally, exchange rate risk is managed by arranging financial derivatives within the limits approved for hedging instruments, the level of exposure and the risk appetite approved each year. Annual Report of Naturgy Energy Group, S.A. 2025 11
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Volume risk Naturgy measures, monitors and quantifies all volume risks each year and adopts an overarching approach to managing its contracts and assets in order to optimise the Group's energy balance. In the gas and electricity businesses, there is uncertainty regarding customer demand, which may deviate from forecasts due to variability in weather/climate factors, changes in the macroeconomic environment and, in the case of deregulated businesses, competitive pressure on market share. In the gas business, natural gas and liquefied natural gas (LNG) procurements are arranged under long-term contracts, which include take-or-pay clauses under which Naturgy is obliged to purchase certain volumes of gas each year. Significant downward deviations in gas demand may result in contractual penalties under those clauses. Moreover, in an alternative scenario where there is a shortage of gas or excess demand, the additional cost of short- term procurements might have a material adverse effect on the group's operating costs. In the electricity business, in addition to uncertainty regarding customer demand, Naturgy's results are exposed to variability in generation volumes, which are shaped by the evolution of demand itself and by the generation mix in the market, which is being particularly affected by the growing relative weight of renewable energies. Regulatory risk Regulated and unregulated activities co-exist in the gas and electricity distribution businesses. The legislation applicable to the natural gas and electricity industries is typically subject to regular review by the competent authorities, which might have an impact on the remuneration for regulated activities, affecting Naturgy's business operations and financial position. Naturgy manages regulatory risk on the basis of regular communication with the regulators. In addition, in its regulated activities, Naturgy adjusts its costs and investments to the allowed rates of return for each business. Operational risk Naturgy's activities are exposed to various operational risks, such as breakdowns in the distribution network, accidents at electricity generation facilities, accidents in gas tankers, explosions, pollutant emissions, toxic spills, fires, adverse weather conditions, and breaches of contract. Additionally, claims might be brought against Naturgy for personal injury and/or other damage arising in the ordinary course of its operations. Such claims could result in the payment of indemnities under the legislation applicable in the countries in which Naturgy operates. Naturgy has an extensive insurance programme to cover its operational exposure. There is also the possibility that, as a result of the company's activities and due to the occurrence of an event, whether unforeseen, accidental, voluntary or involuntary, environmental limits set by the regulator are exceeded and/or damage is caused to third parties. This environmental risk includes, but is not limited to, events derived from emissions of polluting gases other than greenhouse gases (GHG), noise, consumption and/or contamination of surface or ground water, spills, soil contamination, poor waste management, landscape impact, impact on cultural heritage, etc. Naturgy has identified the environmental risks at its facilities based on the reference standard (UNE 150008 in Spain). To prevent these risks, the company has implemented a certified integrated management system that includes operational control and environmental management procedures. This system is audited internally and externally and certified each year. Naturgy has also implemented emergency plans at facilities and warehouses at risk of environmental accidents, including an action plan, means of containment, and regular drills. Annual Report of Naturgy Energy Group, S.A. 2025 12
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Naturgy arranges specific insurance policies to cover risks of this type. All the Group's efficiency plans are based on the fundamental premise of ensuring people's safety and well-being. Operational improvement is only conceivable when it is fully compatible with safe working environments, responsible practices and rigorous risk management. In line with industry best practices, safety is a vital part of every level of the Group's activity, from process design and the adoption of new technologies to talent management and strategic decision-making, in the understanding that sustainable efficiency is only possible when protecting people is a priority across the board. Nature-related risks These refer to the uncertainty associated with the adverse effects that ecosystem degradation, species loss or disruption of ecosystem services may have on Naturgy's operations, supply chain and financial value, due to the organisation's dependencies, and impacts, on natural resources. These risks include, but are not limited to, physical and transitional impacts, impacts derived from changes in regulation, ecosystem destruction and/or alteration, damage to protected or high-value areas and/or species, and impacts on areas of high water stress due to consumption, discharge and/or regulation of flows, etc. These impacts and dependencies may generate risks associated with the impact on endangered species and tightening of biodiversity protection regulations, which could lead to delays in project authorisation, higher operational and development costs, reduced revenues or even reputational risks. Naturgy has adopted the recommendations of the Task Force on Nature-related Financial Disclosures (TNFD) for analysing the risks and opportunities related to biodiversity. Nature-related risks are discussed in more detail in chapter E4. "Biodiversity and ecosystems" of the 2025 Non- Financial Information Statement and Sustainability Report. Climate change risk In order to integrate the climate variable into Naturgy's strategic planning, climate change risks and opportunities are identified, measured and managed in accordance with the recommendations of the Task Force on Climate-related Financial Disclosure (TCFD). In line with the TCFD taxonomy, climate change risk is derived from two risk factors: the energy transition, arising from changes in regulations, the market or technology, and the physical impacts of climate change, classified into acute physical impacts (increase in extreme weather events) and chronic physical impacts (sustained increase in average temperatures, and sea level rise). In recent years, there have been no weather events with significant repercussions on operations or major financial losses. The Board of Directors has approved the Climate Transition Plan, which establishes the lines of action in the coming years to mitigate the effects of climate change on Naturgy and to adapt the Group to the constantly changing climate conditions. Naturgy's Strategic Plan 2025-2027 envisages continuing to invest in the energy transition, principally in renewable generation, electricity grids and renewable gases. It also plans to continue developing energy solutions that promote efficiency at a competitive cost for customers. Naturgy's Climate Transition Plan will contribute to the future objective of transforming the energy mix as contemplated in Spain's new National Energy and Climate Plan (NECP) 2023-2030, approved by the Cabinet in September 2024, which is also aligned with the EU's objective of climate neutrality by 2050. For the other countries where Naturgy operates, the published national plans and the GHG reduction pathways set out by the International Energy Agency in the "Net Zero Roadmap" scenario are taken into account. Annual Report of Naturgy Energy Group, S.A. 2025 13
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Naturgy continuously assesses the physical risks to each asset and the transition risks for all its activities (see the assessment of these risks in section "E1-9 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities" in the 2025 Consolidated Non-Financial Information Statement and Sustainability Report). Climate change risk is discussed in detail in note 2.4.25.k to the consolidated annual accounts and in chapter "E1. Climate change" of the 2025 Non-Financial Information Statement and Sustainability Report. Cybersecurity risk Naturgy is exposed to threats in connection with the availability, confidentiality, integrity and privacy of the information and technology that support business processes as well as the risk of breach of regulations related to cybersecurity. Such threats include unauthorised access and the use, disruption, modification or destruction of information as a result of terrorist acts, malicious attacks, sabotage and other intentional acts. Naturgy has policies, regulations, a control framework and a global cybersecurity governance system for the entire organisation that is aligned with regulatory requirements and establishes monitoring, contingency and security plans; it also has insurance policies that cover that exposure. Cybersecurity risk is discussed in detail in chapter “5. Specific information. Cybersecurity" in the 2025 Non-Financial Information Statement and Sustainability Report. Reputational and ESG risk Naturgy has identified its stakeholder groups and subgroups and defines reputational risk as the gap between those groups' expectations and the company's performance in the environmental, social and governance dimensions. In this regard, Naturgy has a Sustainability Policy that defines the framework for action in the areas of the Environment, Society and Governance. This policy aims to identify and mitigate the risks associated with these areas, ensuring compliance with established best practices and standards. It also has a Sustainability Plan that sets out its commitments and lines of action for the period 2025-2027, supporting the company's transformation process by aligning the 2025-2027 Strategic Plan with the commitments in the Global Sustainability Policy. To ensure the reliability of information on environmental, social and governance aspects, Naturgy has implemented a system of Internal Control over Sustainability Reporting (ICSR). Other risks Financial risks (interest rate, credit, liquidity and rating-related capital management risk) and legal risks are discussed in Notes 18 and 36, respectively, to the consolidated annual accounts. Tax, compliance and fraud risk are discussed in chapter "5. Specific information” and in chapter “G1. Business conduct policies and corporate culture" in the 2025 Non-Financial Information Statement and Sustainability Report, respectively. Data protection and customer satisfaction risks are discussed in chapter "S4. Consumers and end-users” in the consolidated directors' report. Third-party risk is discussed in chapter "4. Business conduct" and health and safety risk is discussed in sections "3.1 Own workforce" and "3.2 Workers in the value chain", for personnel of partner companies, respectively, in the 2025 Non-Financial Information Statement and Sustainability Report. Annual Report of Naturgy Energy Group, S.A. 2025 14
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Main risks: management, metrics and trends Risk type Description Management Metric Trend Commodity risk Commodi ty prices Gas Volatility in the international markets that determine the gas price. Management of the procurement and sale portfolio, complemented with financial hedges. Stochastic ⇆ Gas index volatility Decoupling of commodity price performance. Electricity Volatility in electricity markets. Optimisation of the generating fleet and supply structure, complemented with financial hedges. Stochastic ↑ Penetration by renewables with zero marginal cost and intermittent production. Decoupling of commodity price performance. Exchange rate risk Exchange rate Currency volatility in the countries where Naturgy operates. Geographic diversification. Hedging via local-currency funding, derivatives and pricing. Stochastic ↑ Uncertainty about growth and inflation prospects in Latin America, especially in Argentina, Brazil and Mexico, to a lesser extent. Regulatory risk Regulatory Exposure to reviews of criteria and returns recognised for regulated activities and/or new regulatory measures. Step up communications with regulators. Adjust efficiency and capital expenditure to recognised rates. Scenarios ↑ Pressure from regulators, as a function of the situation of the country/industry. Volume risks Volume Gas Mismatch between gas supply and demand. Optimisation of contracts and assets worldwide. Deterministic /Stochastic: ⇆ Aggregate demand pressure. Risk of curtailment or interruption of supply. Electricity Reduction of the available thermal gap. Uncertainty as to renewable production volume due to resource variability. Optimisation of Naturgy's electricity balance. Stochastic ⇆ Aggregate demand pressure. Predictability of renewable output. Margin/price risk Margin/price Risk created by changes in competitive pressure or margin optimisation scenarios. Portfolio management by adjusting contract terms. Scenarios ↑ Reviews of long- term gas contracts. Competitive pressure in the renewal of supply contracts. Legal risk Annual Report of Naturgy Energy Group, S.A. 2025 15
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Legal Uncertainty as to the eventual outcome of litigation, arbitration or legal claims. Analysis and mitigation of legal risk affecting the company's operations and corporate governance. Engagement of top-level law firms. Recognition of provisions in accordance with accounting standards. Scenarios ⇆ The business units are affected by different laws in each country. Operational risk Operational risk Accidents, damage and non-availability of Naturgy assets. With regard to environmental incidents, this includes the possibility that natural phenomena or human action may result in regulatory environmental limits being exceeded, leading to harm to third parties, ecosystems or biodiversity. Continuous improvement plans. Optimisation of total cost of risk and of hedges. Emergency plans at facilities with risk of environmental accident. Specific insurance policies. Comprehensive environmental management through an Integrated Management System, that is certified and audited annually by TÜV (environmental). Stochastic ⇆ Soft insurance market in the short term, with improvements in coverage and lower premiums, due to a decrease in natural disaster claims over the last 48 months. Credit risk Credit Uncertainty associated with the probability of non-payment of financial obligations and/or deterioration of the credit quality of end customers and counterparties. Analysis of customer solvency to define specific contractual conditions. Debt collection process. Arrangement of insurance. Stochastic ⇆ Stability of expected and unexpected losses. Interest rate risk Interest rate Volatility in interest rates applicable to Naturgy's financing. Diversification of funding sources. Debt management. Financial hedges. Stochastic ⇆ Uncertainty about the interest rate scenario. Tax risk Tax Ambiguity or subjectivity in the interpretation of current tax regulations, or due to amendments or the enactment of new regulations. Queries to independent expert bodies. Engagement of top-level advisory firms. Adoption of the Code of Best Tax Practices. Recognition of provisions in accordance with accounting standards. Scenarios ↑ Increasing complexity of the applicable tax items and wide differences between regulations in different territories. All of this affects the different business and corporate units. Liquidity and rating risk Annual Report of Naturgy Energy Group, S.A. 2025 16
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Liquidity and rating risk Financial risks associated with maintaining the Group's rating, derived from liquidity conditions or other causes. Establishment of measures to ensure liquidity and the target rating. Scenarios ⇆ Ratification of the target of an investment grade rating. Security risk Security Residual risk associated with personal injury or material damage to critical facilities caused intentionally by a third party. Corporate positioning through the Security Policy, defining a specific protection model for Critical Infrastructures (CI). Engagement with the businesses, Centro Nacional para la Protección de Infraestructuras Críticas (CNPIC), Instituto Nacional de Ciberseguridad (INCIBE- CERT) and other bodies. Heatmap/ Scenarios ⇆ Certification audits of critical undertakings by the regulator (future CNPREC), in which technology will be of great importance. Third-party risk Third parties Uncertainty associated with relationships with third parties whose behaviour/performance may result in loss, damage, operational disruption, regulatory breach and/or possible loss of control. Supplier risk management. Due diligence procedures for analysing counterparty risk. Systematic adoption of the Supplier Code of Ethics. Annual Internal Audit Plan to detect weaknesses and implement improvement actions under the supervision of the Audit and Control Committee. Heatmap/ Scenarios ↑ Assessment, monitoring and oversight of suppliers on the basis of the risks in the energy sector, specific supply risks, and risks in the country where the supply is made. Fraud risk Fraud Risk derived from any intentional breach of the law by an employee or a third party to benefit themselves or the company, directly or indirectly, through the improper use of Naturgy resources or assets. Control mechanisms through the system of Internal Control over Financial Reporting (ICFR), the crime prevention model, and the Global Financial Information and Sustainability Policy. Ongoing audits Scenarios ↑ Improvement in fraud identification ratios using AI tools and developments, helping to contain fraud. Cybersecurity risk Annual Report of Naturgy Energy Group, S.A. 2025 17
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Cybersecurity Malicious attacks or accidental events that affect data, computer networks or technology. Implementation of security measures; analysis of events and application of remedies; training. Strengthening awareness plans, technology plans and measures to protect infrastructure and operating assets in order to mitigate the likelihood of risks and associated impacts materialising. Scenarios/ Heatmaps ↑ Increase in threats driven by AI, cybercriminals and the geopolitical context. Data protection risk Data protection Uncertainty associated with breaches of data protection obligations that may result in an administrative sanction or civil judgement. Action Plan for each business area to mitigate the risk associated with each obligation based on priority and criticality. The company works in line with the requirements of the General Data Protection Regulation (GDPR) and Spain's Organic Law 3/2018, of 5 December, on the Protection of Personal Data and Guarantee of Digital Rights (LOPDGDD). Internal audit plan in connection with regular compliance reviews. Heatmap/ Scenarios ↑ Regulatory uncertainty and tightening requirements. Nature-related risks Related to nature Adverse effects that ecosystem degradation, species loss or disruption of ecosystem services may have on Naturgy's operations, supply chain and financial value, due to the organisation's dependencies, and impacts, on natural resources. Emergency plans at facilities with risk of environmental accident. Specific insurance policies. End-to-end environmental management. Naturgy has adopted the recommendations of the Task Force on Nature- related Financial Disclosures (TNFD) for analysing the risks and opportunities related to biodiversity. Scenarios/ Heatmaps ⇆ Significant regulatory and/or legislative changes depending on location. Health and safety risk Annual Report of Naturgy Energy Group, S.A. 2025 18
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Health and safety Risk of injury and health impairment for professionals of Naturgy or partner companies in connection with the business. Health and safety management system. Safety plan aimed at controlling the six most critical risk factors in terms of accident frequency and severity: confined spaces, work at heights, electrical risk, tree felling and pruning, load handling, and road safety. Heatmap/ Scenarios ⇆ Stable at low risk values. Reputational and ESG risk Reputational and ESG Impairment of stakeholders' perception of Naturgy due to environmental, social and governance issues. Identification and tracking of potential reputational events. Transparency. Control mechanism through the system of Internal Control over Sustainability Reporting (ICSR). Scenarios/ Heatmaps ⇆ Stabilisation of the RepRisk index scores. Compliance risk Reputational and crime risk Administrative and criminal penalties. Impairment of Naturgy's reputation. Crime prevention policy, Code of Ethics and Anti- corruption Policy. Whistleblower channel. Training. Heatmap/ Scenarios ⇆ Criminal offences, penalties, financial losses, and loss of reputation, contracts and customers. Counterparty risk Administrative and criminal penalties. Reputational damage, with an impact on contractual relationships. Counterparty Due Diligence Procedure. Training Climate change risk Climate change Uncertainty arising from the energy transition (regulation, markets and/or technologies) and the physical impacts of climate change. Corporate positioning through the Global Sustainability Policy, the Sustainability Plan and the Climate Transition Plan, which reinforce governance on climate issues and establish energy transition objectives aligned with the Strategic Plan. Climate scenario analysis and qualitative assessment ↑ Future technology uncertainty. Higher requirements for financial and sustainability reporting to be consistent with the company's objectives. Metrics used: – Stochastic: production of trend lines for the main magnitudes, taking the maximum deviation from the benchmark scenario to be the risk, within a pre-set confidence interval. Those magnitudes are generally EBITDA and free cash flow after non-controlling interests. – Scenarios: analysis of the impact, with respect to the benchmark scenario, of a limited number of possible incidents. – Heatmap: the main risk factors for each risk category are assessed to quantify the impact and probability of occurrence of each one. – Non-financial stress factors – Application of international risk assessment frameworks: Task Force on Climate-Related Financial Disclosures (TCFD), as regards climate change, and Task Force on Nature-related Financial Disclosures (TNFD), as regards biodiversity. Annual Report of Naturgy Energy Group, S.A. 2025 19
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2.3. Main opportunities and uncertainties Naturgy views the energy transition as an opportunity to transform the business by promoting decarbonisation so as to drive sustainable growth, energy security and price competitiveness. In this context and based on the 2025-2027 Strategic Plan, Naturgy's main opportunities are: • An integrated industrial model throughout the value chain: with growth potential and robust regulatory frameworks that make it possible to maximise profitability. • Multi-energy position: Presence in electricity and gas, as a key source for the energy transition. • Renewable generation: Increase in renewable generation capacity in line with the global energy transition, combined with hybridisation and repowering of existing wind farms, and batteries to complement photovoltaic plants. • Network operation and growth: continue to improve network quality and the security of energy supply by integrating renewable energies to meet growing electricity demand. • Leading the development of renewable gases: by developing and acquiring renewable gas innovation projects, alliances and partnerships to accelerate decarbonisation and consolidate the role of gas in the energy transition. • Gas is the essential component for ensuring security of supply and flexibility and is the cornerstone of the energy transition. Aligned with these opportunities, there are cross-cutting uncertainties, such as the geopolitical context and climate uncertainty, which materialise and impact many of the risks set out in the categories described above. Geopolitical uncertainty During 2025, the geopolitical environment continued to be a significant source of uncertainty, with potential impacts on global energy markets and the Group's activity. In particular, the following aspects stand out: The armed conflict between Ukraine and Russia, which began in February 2022, continues with no clear signs of resolution in the short term, maintaining tension in international energy markets and volatility in commodity prices. However, gas prices have remained relatively stable in recent months, aided by high storage levels, diversification of supply sources and moderate demand. On 23 October 2025, the Council of the European Union adopted the 19th package of sanctions against Russia, which includes a ban, effective from 1 January 2027, on the purchase, import or transfer, directly or indirectly, of LNG originating in or exported from Russia under contracts with a duration of more than one year signed before 17 June 2025 (short-term contracts are prohibited from April 2026); its validity was extended on 22 December until 31 July 2026. At the same time, in December 2025, the Council of the European Union and the Parliament reached an agreement to approve a Regulation banning imports of Russian natural gas, both by pipeline and in the form of liquefied natural gas (LNG). This regulation provides for the prohibition on imports into the European Union to come into force from 1 January 2027 for long-term LNG contracts entered into before 17 June 2025 and not subsequently amended, and from 30 September 2027 for gas pipeline contracts, with a transitional regime for existing contracts and prior authorisation requirements to ensure compliance. The European Commission has stated that this ban constitutes a case of force majeure for the companies that are party to such long-term contracts, meaning that breach of the commitment to take the gas will not generate liability for the buyer. Annual Report of Naturgy Energy Group, S.A. 2025 20
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As part of its procurement portfolio, Naturgy has a long-term contract to procure LNG of Russian origin that was concluded in 2013 with Yamal LNG and includes take-or-pay clauses for 38 TWh per year through 2041. Since the beginning of the conflict, Naturgy has taken delivery of the volumes strictly established in the contract. In 2025, this contract accounted for 16% of Naturgy's overall procurements (16% in 2024). Except as noted above, Naturgy does not have any other long-term contracts susceptible to being affected by the sanctions that have been approved, nor does it hold any interest in companies operating in Russia or Belarus or have investments in these countries, nor does it have cash balances or equivalent liquid assets that are restricted as a result of those measures and sanctions. In addition, the global geopolitical context has been affected by growing trade tensions, which have led to persistent volatility in energy and commodity prices, as well as disruptions in supply chains and changes in international trade patterns. These factors may generate additional risks in terms of operating costs, the availability of equipment and materials, and project completion times. To mitigate these effects, the Group maintains diversified contracts with multiple suppliers and geographical areas, performs strategic inventory management and flexible project planning, uses contracts with contingency clauses, continuously assesses logistical risks, and works with operators to secure alternative routes, as well as having contingency plans to ensure business continuity. Throughout 2025, tensions in the Middle East remained high as a result of the terrorist attack in October 2023 and the subsequent military escalation. In June 2025, the parties announced a ceasefire that allowed for the release of hostages and prisoners, as well as the partial opening of humanitarian corridors. However, as at 31 December 2025, the situation remains unstable: although the ceasefire agreement remains in force, isolated incidents of violence persist, as does a climate of tension that keeps the geopolitical risk premium high. Although current estimates indicate that this conflict will not have a significant impact on global energy supplies, the Group continues to monitor the situation closely. On 31 August 2025, the contract for operation and maintenance services at the Ramat Gavriel and Alan Tavor combined cycle gas plants in Israel, which Naturgy had been providing since 2019 through its subsidiaries Spanish Israeli Operation and Maintenance Company Ltd., was terminated. As in 2024, this company reported a gross operating profit of less than Euros1 million in 2025. During the early days of January 2026, the United States launched a military intervention in Venezuela, which included bombing in the north of the country and the capture of the country's President. Although these events caused political turmoil and protests in the region, a preliminary analysis has not identified any significant risks or effects on Naturgy's activities, given that the Group does not operate any infrastructure or have any exposure in that country. As this situation is constantly evolving and it is difficult to predict the extent or duration of the conflict, Naturgy constantly monitors the relevant macroeconomic and business variables in order to obtain the best estimate of potential impacts in real time, also taking into account recommendations by national and international supervisory bodies on the matter. Climate uncertainty Naturgy aims to remain a key player in the energy transition towards a circular economy model and progressive decarbonisation, by reducing its carbon footprint and negative environmental impacts and integrating biodiversity into its business strategy. To this end, it takes account of technological progress and international frameworks and agreements, as well as their implementation in energy policies and applicable environmental regulations in each of the geographical areas where it operates. In line with this objective, Naturgy has a Climate Transition Plan (CTP) detailing the paths for reducing greenhouse gas (GHG) emissions and the intermediate targets required under applicable regulations, which provide an understanding of the mitigation efforts undertaken by the company. Naturgy's GHG emission reduction targets for 2030 are as follows: • Reduction of Scope 1 and 2 emissions by 36% with respect to 2022, in line with the 1.5ºC global warming reduction pathway. Annual Report of Naturgy Energy Group, S.A. 2025 21
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• Reduction of Scope 3 emissions in Spain by 22% with respect to 2022. This target is aligned with the "Well Below 2 Degrees" (WB2D) reduction pathway. Considering the emissions from the other countries, the Scope 3 reduction is expected to be 8%. All these targets include 100% of emissions and all greenhouse gases (GHG). In 2025, the reduction with respect to 2022 was 12% for Scope 1 and 2 emissions and 15% for total Scope 3 emissions. Compared to 2024, the decrease was influenced by the increase in production by CCGTs as required to guarantee security of supply, especially in Spain, where generation was stepped up as a result of the country-wide blackout on 28 April 2025. To achieve the objectives set out in the CTP, Naturgy will continue to promote and lead a business model and investment plan fully aligned with the energy trilemma: security of supply, accessibility and affordability of energy, and mitigation of environmental impact. Naturgy's Strategic Plan 2025-2027 envisages continuing to invest in the energy transition, principally in to renewable generation, electricity grids and renewable gases. It also plans to continue developing energy solutions that promote efficiency at a competitive cost for customers. The CTP's main lines of action, as set out in the Strategic Plan 2025-2027, are based on an integrated electricity and gas business model that promotes the decarbonisation of energy through technological neutrality and at the lowest possible cost for consumers, specifically: • Promoting renewable electricity generation using solar and wind together with the necessary growth of electricity grids and back-up capacity using natural gas combined cycle plants. • Developing renewable gases as a lever for the decarbonisation of natural gas through biomethane produced from organic waste and, in the medium/long term, green hydrogen generated from surplus renewable electricity. This promotes decarbonisation at the lowest possible cost to the consumer and drives the circular economy through the use of waste or surplus. • Offering eco-efficient, carbon-neutral products and services at competitive prices to our customers. • Increasing electrification of final demand in applications where it is most efficient. Naturgy's CTP will contribute to the future objective of transforming the energy mix contemplated in the National Energy and Climate Plan (NECP) 2023-2030, approved by the Spanish Cabinet on 24 September 2024, which is also aligned with the objective of climate neutrality in the European Union (EU) by 2050. For the other countries where Naturgy operates, the published national plans and the GHG reduction pathways set out by the International Energy Agency in the "Net Zero Roadmap" scenario are taken into account. Information on the CTP, the Group's decarbonisation strategy and the GHG emission reduction targets are set out in section "E-1 Climate change" of the Group's 2025 Non-Financial Disclosures and Sustainability Report, which is prepared in line with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD), which Naturgy has accepted and which it has been adopting progressively since they were published in 2017. At the end of 2023, the TCFD announced that it was disbanding as a working group, and the International Sustainability Standards Board (ISSB) has taken over the TCFD's oversight responsibilities as of 2024. Annual Report of Naturgy Energy Group, S.A. 2025 22
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On 26 February 2025, the European Commission presented the Omnibus I package, aimed at simplifying the regulatory framework applicable to sustainability reporting. During the year, various regulations related to this package were approved, and they were taken into account in the preparation of this report, but they did not result in substantial changes. At present, the Corporate Sustainability Reporting Directive (CSRD), approved in 2022 and still pending transposition in Spain, as well as the European Sustainability Reporting Standards (ESRS) approved by Delegated Regulation (EU) 2023/2772, remain virtually unchanged in terms of content. In this context, Naturgy follows the CNMV recommendation issued on 19 November 2025, in coordination with the ICAC, and produces its sustainability report in accordance with the current ESRS and Law 11/2018 on non-financial reporting and diversity. This ensures that the information disclosed is comparable and consistent with that of other issuers in the European Union. In addition, the requirements of Royal Decree 214/2025 of 18 March, which establishes a carbon footprint register and the obligation to calculate and publish greenhouse gas emission reduction plans for certain organisations in Spain, have been taken into account. These annual accounts have been prepared taking into account the decarbonisation commitments undertaken by Naturgy, in addition to the risks and uncertainties related to climate change and the decarbonisation of the economy. 3. Corporate governance Attached as an appendix and forming an integral part of this Directors' Report are the Annual Report on Corporate Governance 2025 and the Annual Report on Director Remuneration 2025, as required by article 538 of the Capital Companies Law. Corporate governance model Naturgy is governed in accordance with the principles of efficacy, transparency and accountability in line with the main international recommendations and standards. The internal terms of reference in the area of corporate governance comprise mainly: – Articles of Association (approved in 2018, updated in 2025). – Regulations for the Organisation and Operation of the Board of Directors and its Committees (updated in 2025). – Regulations of the General Meeting of Shareholders (approved in 2018, updated in 2022). – Global Sustainability Policy, replacing the Environment Policy and Human Rights Policy (updated in 2025). – Declaration of Principles and Policies, replacing the Corporate Responsibility Policy (updated in 2025). – Code of Ethics (updated in 2024). As at 31 December 2025 and 2024, the main shareholders of Naturgy are as follows: % interest in share capital 2025 2024 - Fundación Bancaria Caixa d'Estalvis i Pensions de Barcelona, "la Caixa" (1) 26.0 26.7 - BlackRock, Inc. (2) 12.5 20.9 - CVC Capital Partners PLC (3) (4) 13.8 20.7 - Corporación Financiera Alba, S.A. (3) (5) 5.0 — - IFM Global Infrastructure Fund (6) 15.5 16.9 - Sonatrach (7) 4.1 4.1 (1) Holding through Criteria Caixa S.A.U. (2) The indirect shareholding is held mainly through GIP III Canary 1, S.à.r.l., which has a direct shareholding of 11.422% (20.641% as at 31 December 2024). Additionally, as at 31 December 2025, BlackRock, Inc. holds 0.092% of voting rights through financial instruments. Annual Report of Naturgy Energy Group, S.A. 2025 23
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(3) On 18 December 2025, Corporación Financiera Alba, S.A. (Alba), Rioja Investments S.à r.l., Rioja Luxembourg, S.à r.l. and Rioja Acquisition, S.à r.l. agreed to reorganise the investment structure in Naturgy, consisting of Alba ceasing to be a shareholder of Rioja Luxembourg and, indirectly, of Rioja Acquisition. As a result of this reorganisation, Alba Europe S.à r.l. now directly holds some of the shares in Naturgy that were previously owned by Rioja Acquisition. Consequently, on the same day, these companies agreed to terminate the shareholders' agreement that had been in force since 2018 and to replace it with a new shareholders' agreement between them in relation to Naturgy. (4) Through Rioja Acquisitions S.à r.l. (5) Through Alba Europe, S.à r.l. (6) Through Global InfraCo O (2), S.à.r.l. (7) Société Nationale pour la Recherche, la Production, le Transport, la Transformation et la Commercialisation des Hydrocarbures. Naturgy's governance structure is as follows: Shareholders' Meeting Any person who is a shareholder of record five days before the Shareholders' Meeting is entitled to attend. Board of Directors The Board of Directors of Naturgy operates via plenary meetings and committees, in accordance with the provisions of the Capital Companies Law. Accordingly, the Board of Directors of Naturgy has an Audit Committee, an Appointments, Remuneration and Corporate Governance Committee, and a Sustainability Committee, whose functions are substantially as set out in the Act or those that the Board of Directors has considered appropriate to attribute to them by delegation. Independent directors make up the majority of the Audit and Control Committee. All of the Board committees are chaired by independent directors. Since the Chairman of the Board of Directors of Naturgy is also an executive director, the company has appointed a lead independent director to mitigate potential conflicts of interest. This position is held by Ms. Helena Herrero Starkie, an independent director who is a member of the Audit and Control Committee and Chairman of the Sustainability Committee. Pursuant to Article 529 septies of the Capital Companies Law, the lead independent director is empowered to request the convening of meetings of the Board of Directors or the inclusion of additional items on the agenda, and to coordinate and convene meetings of the non-executive directors. Naturgy also has a Conflicts of Interest Policy, approved in May 2021, that is applicable to all Group employees, including the Executive Chairman. The policy establishes the guidelines to be followed by employees in the event of a conflict of interest, based on the principles of loyalty, abstention and transparency in pursuit of a resolution. The main issues considered by the Board of Directors and its committees within their remit in 2025, as well as all issues related to corporate governance, are detailed in the Annual Report on Corporate Governance, attached as an Appendix of this document. Annual Report of Naturgy Energy Group, S.A. 2025 24
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The Board of Directors of Naturgy has 15 members, the Audit and Control Committee has 5 members, the Appointments, Remuneration and Corporate Governance Committee has 5 members, and the Sustainability Committee has 4 members. The composition of the Board of Directors and its committees on 31 December 2025 is as follows: Board of Directors Audit and Control Committee Appointments, Remuneration and Corporate Governance Committee Sustainability Committee Category of director Date first appointed Executive Chairman Mr. Francisco Reynés Massanet Executive 6/02/2018 Lead director Mrs. Helena Herrero Starkie Vocal Chairman Independent 4/05/2016 Vocal Mrs. Lucy Chadwick Vocal Dominical 16/03/2020 Vocal Mrs. Isabel Estapé Tous Vocal Dominical 16/03/2020 Vocal Mr. Ramón Adell Ramón Vocal Dominical 11/02/2022 Vocal Mr. Rajaram Rao Vocal Dominical 21/09/2016 Vocal Mr. Javier de Jaime Guijarro Vocal Dominical 25/03/2025 Vocal Mr. Pedro Sainz de Baranda Vocal Chairman Independent 27/06/2018 Vocal Mr. Claudi Santiago Ponsa Chairman Vocal Independent 27/06/2018 Vocal Mr. José Antonio Torre de Silva López de Letona Vocal Dominical 28/03/2023 Vocal Mr. Jaime Siles Fernández-Palacios Vocal Dominical 11/02/2022 Vocal Mrs. María Isabel Gabarró Miquel Vocal Dominical 25/03/2025 Vocal Mr. Martín Catchpole Dominical 25/03/2025 Vocal Mr. Nicolás Villén Jiménez Dominical 25/03/2025 Vocal Mrs. Marta Martínez Alonso Dominical 25/03/2025 Secretary (not a director) Mr. Manuel García Cobaleda Secretary (not a director) Secretary (not a director) Secretary (not a director) N/A 29/10/2010 Annual Report of Naturgy Energy Group, S.A. 2025 25
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Management structure There is only one executive director, as described in the previous section, to whom the Board has delegated all its functions except those that the law or the Regulation of the Board of Directors do not permit to be delegated. Accordingly, the Chairman of the Board of Directors has responsibility for all of the Group's businesses. The group has a structure of executives and managers with the necessary powers to conduct the company's operations and undertake basic activities relating to its management. The personnel with executive responsibility that report directly to the Executive Chairman, Mr. Francisco Reynés Massanet, are considered to be members of the Management Committee. As at 31 December 2025, the Management Committee is comprised of the Executive Chairman and the following: – Procurement and Wholesale Markets Department, headed by Mr. Jon Ganuza Fernandez de Arroyabe. – Network Department, headed by Mr. Pedro Larrea Paguaga. – Renewable Generation Department, headed by Mr. Jorge Barredo López. – Renewable Gases Department, headed by Mr. José Luis Gil Sánchez. – Supply Department, headed by Mr. Carlos Francisco Vecino Montalvo. – Technology and Systems Department, headed by Mr. Rafael Blesa Martínez. – Financial Markets and Corporate Development Department, headed by Mr. Steven Douglas Fernández Fernández. – Company Secretariat and Secretariat of the Board of Directors, headed by Mr. Manuel García Cobaleda. – Public Affairs and Sustainability Department, headed by Mr. Jordi García Tabernero. – People and Resources Department, headed by Mr. Enrique Tapia Lopez. In addition to the members of the Management Committee, the executives who report directly to the Board or to the Company's chief executive, Mr. Francisco Reynés Massanet, are classified as senior management. As at 31 December 2025, this refers to the following persons: – Planning and Control Department, headed by Ms. Rita Ruiz de Alda Iparraguirre. – Consolidation and Administration Department, headed by Mr. Gabriel Alejandro Deseff Rodriguez. – External Communication Department, headed by Mr. Víctor Manuel Márquez Moya. – Compliance Unit, headed by Ms. María Isabel González Alfaro. – Environment and Social Responsibility Department, headed by Ms. Nuria Rodríguez Peinado. – Internal Audit Department, headed by Ms. Eva Fernández Roselló. 4. Forecast Group performance 4.1. Energy sector trends Naturgy aims to adapt and strengthen the Group's competitive position in response to changing trends in the energy sector by leveraging its competitive strengths. In this regard, Naturgy observes the following trends in the energy sector: • Energy prices remain volatile and sensitive to geopolitical uncertainties. • Greater renewable energy installed capacity leads to greater fluctuations in electricity production and supply, with flexible technologies playing a critical role. • Greater investment in electricity grids is required to integrate renewable energies and meet growing demand for electricity. • Gas is an essential component in ensuring security of supply and flexibility. • Renewable gases, especially biomethane, are a vector for decarbonisation. • Excellence in customer service is required to stand out. Annual Report of Naturgy Energy Group, S.A. 2025 26
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4.2. Vision Naturgy is a leading multi-energy player, committed to driving the energy transition, achieving operational excellence, and delivering exceptional customer service. Naturgy aims to be present throughout the energy value chain by investing with financial discipline, ensuring a BBB rating and sustainable shareholder remuneration. Naturgy is committed to driving decarbonisation while balancing sustainable growth, energy security, and price competitiveness. The Group’s industrial model focuses on maximising operational efficiency and capturing integrated margins across the value chain, based on the following pillars. Industrial model Integrated model with presence throughout the value chain • The resilience of distribution network businesses provides stable cash flow. • Vertical integration between power generation and the customer. • Industrial role, capturing integrated margins. Multi-energy position • Presence in electricity and gas, as a key source for the energy transition. • Flexible generation using CCGTs while selectively expanding renewable output to meet customer demand. • Leadership in renewable gases, especially biomethane, to accelerate decarbonisation and consolidate the role of gas in the energy transition. Customer-centric • Multi-energy offering with value-added services to meet all customer needs, along with eco-efficient, carbon-neutral products and services at competitive prices. • Final demand as a key driver for investment decisions across the value chain. • Excellence in customer service and consolidation of the new customer service model. Strategic Plan 2025–2027 The 2025-2027 strategic roadmap is based on Naturgy's resilient cash flow and solid balance sheet, which will facilitate the execution of the Group's investment plan and ensure attractive, sustainable returns for its shareholders. This strategy is guided by the following key principles: Operational excellence • Best-in-class operations across all business units. • Excellence in commercial delivery. • Innovation in customer service. Financial discipline and profitability • Commitment to a BBB rating and continuous balance sheet optimisation. • Selective investments, prioritising value creation over scale and profitability over the cost of capital. • Maintaining organic growth optionality. Shareholder remuneration and liquidity • Attractive, sustainable shareholder remuneration. • Take steps to restore appropriate free float and liquidity and be truly listed on the market. Annual Report of Naturgy Energy Group, S.A. 2025 27
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This strategy aims to enable Naturgy to thrive in the energy landscape by ensuring sustained profitability and value creation for all stakeholders. Following the successful results and achievements in 2022-2024, when the company exceeded various of the targets established in the previous Strategic Plan, the Strategic Plan 2025-2027 reviewed and upgraded the expectations for the coming years, while maintaining the goal of achieving record EBITDA in 2025-2027. (€bn) 2022-2024 Strategic Plan 2025-2027 EBITDA 1 5.3 5.3 CAPEX 1 6.0 6.4 Net financial debt 2 12.2 15.9 Dividends 2 1.6 €/share 1.9 €/share 1 Based on the annual average of the period 2 Based on the last year in the period 4.3. Investment Plan 2025–2027 The Strategic Plan envisages investments amounting to Euros 6.4 billion in the period 2025-2027. These investments are focused on organic growth in existing businesses, underpinned by financial discipline. By rigorously evaluating investments based on the business, the geography and the specific risk inherent to the characteristics of the asset, the Group seeks to ensure a return that exceeds the cost of capital and to guarantee value creation. The investment plan focuses on three key businesses: Distribution Networks, Renewable Generation and Renewable Gases. Networks The Strategic Plan envisages investments in the Networks business amounting to Euros 3.3 billion within regulatory frameworks that offer visibility and appropriate remuneration. 1. Electricity Spain 2. Gas Spain – At the forefront of digitalising electricity networks, including meter replacement – Digital transition by rolling out smart meters to ensure best practices in network operation. – Commitment to increase investment in order to continue improving and upgrading the quality of networks and energy supply – Accelerating the contribution to decarbonisation by incorporating biomethane injection points to transition existing infrastructure – Investments to integrate renewable energies 3. Gas and Electricity Latin America – Portfolio management to maximise returns – Investments to guarantee maintenance and safety standards Renewable Generation The Strategic Plan envisages selective investments in renewable generation projects amounting to Euros 1.2 billion in the period 2025-2027, with the requirement to exceed minimum return levels and/or offer integrated positioning. Annual Report of Naturgy Energy Group, S.A. 2025 28
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1. Vertically integrated geographies 2. Technologies – Solid regulatory frameworks – Hybridisation and repowering of operational wind farms – Minimum required returns – Battery storage to complement operational photovoltaic plants Renewable Gases The Strategic Plan provides for investments in renewable gas projects amounting to Euros 800 million in the period 2025-2027. • Leading development, accelerating decarbonisation and consolidating the role of gas in the energy transition • A proactive approach to technology to gain operational flexibility, efficiency and options for waste management. • Portfolio of approximately 4.5 TWh of projects in the initial phase. • Acquisition of third-party developments, as well as partnerships and alliances to accelerate growth. • Proactive role vis-à-vis regulations to demonstrate that this is the most efficient solution for decarbonising the residential and industrial sectors. • Gas grids do not require modifications to distribute biomethane. 4.4. Shareholder remuneration Naturgy's robust performance in recent years has significantly strengthened its business profile and financial position. The Group has also achieved over Euros 5 billion in annual EBITDA, with a solid bottom line and resilient cash flow, supported by the efficiency of the Distribution Networks business and efficient risk management. Strong cash flow and a solid balance sheet will enable the planned investment programme to be undertaken and provide attractive returns for shareholders, while maintaining the commitment to a BBB rating. Naturgy has revised its dividend policy for the years 2025-2027, establishing a trend of increasing annual dividends from €1.6 per share in 2024 to €1.9 per share in 2027, subject to maintaining a BBB credit rating. The forward-looking information contained in the various sections on the Group's foreseeable performance reflects plans and forecasts based on assumptions that are considered to be reasonable. However, this forward-looking information should not be interpreted as offering an assurance of the undertaking's future performance since such plans and forecasts are subject to risks and uncertainties with the result that the Group's future performance may not coincide with initially forecasts. 5. Innovation Naturgy views innovation as an indispensable tool for developing new energy solutions that drive the energy transition, combat climate change, and evolve technological solutions in order to streamline processes, improve cybersecurity and enhance data management. In addition, Naturgy sees digitalisation as vital to achieving its goals. Our innovation model, designed to create and develop new solutions and businesses, is driven by a range of key factors: – Innovation is collaborative and open, able to respond quickly to signals of change in the landscape and evolve in complex scenarios, with the ability to draw lessons from mistakes and look ahead to the future based on understanding the past and observing the present. Annual Report of Naturgy Energy Group, S.A. 2025 29
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– Innovation is a key lever for growth, as it opens the door to the adoption of best practices, new business models and technological solutions that contribute to the process digitalisation, automation and optimisation; it helps ensure safety, enhances operational performance and eases access to information for optimal decision-making. In this way, we put the consumer at the centre to deliver sustainable, value-added solutions and ensure the company's long-term competitiveness. – Production of renewable gases, such as renewable hydrogen and biomethane, for end uses where electrification is neither technically nor economically feasible. Hydrogen is an efficient, immediate decarbonisation solution for intensive industry and transportation. Additionally, it holds significant potential for energy storage and integration. Biomethane, an established technology that can replace natural gas without creating abatement costs or requiring end-user infrastructure or equipment to be modified, serves as a clear example of the circular economy by producing renewable gas from organic waste. Innovation projects in this area are aimed at optimising performance and production. – Optimisation of renewable energy generation through innovative systems due to their superior energy efficiency and their ability to be integrated at a lower cost or with greater reliability. This will attract new players into the system to cover part of the energy needs of households, SMEs and public administrations. – Direct use of energy through new manageable electricity consumption that allows for flexibility—for example, in air conditioning—as well as storage for later use. – The response to increasingly fragmented markets, with small, adaptable competitors, in both supply and generation, through smaller renewable plants that are closer to consumers. In a way that both complements and cuts across this model, we believe it is essential to introduce disruptive information technology (IT) that will accelerate Naturgy's digitalisation. These technologies not only enhance safety and optimise operations, but also make it easier to access quality information for more effective decision-making. All efforts are focused on creating value to ensure Naturgy's long-term competitiveness. Moreover, AI is a disruptive force in current and future innovation, enabling process automation, service customisation and creation of new business models in all areas. Naturgy designs its technology strategy around the following digitalisation principles: – Simplicity: a core principle that focuses on: • Streamlined processes: paring away complexity in internal processes to improve operational efficiency. • Agile projects: swiftly implementing projects using agile methods that enable rapid adaptation to changes in the context. – Cloud: evolving from a Cloud-first to a Cloud-only model is essential to ensure: • Modular solutions: developing solutions that can be readily adapted and scaled up according to business needs. • Flexibility and scalability: adjusting cloud resources and services to demand in order to ensure efficient, cost-effective operation. Evolution to a cloud-based model makes it easier to adopt emerging technologies such as blockchain, IoT, robotics, artificial intelligence and edge computing. – Data centric: data management, governance and protection are essential to a successful digitalisation strategy. Naturgy takes an all-encompassing strategic view of its relationship with the main software producers, and focuses on: Annual Report of Naturgy Energy Group, S.A. 2025 30
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• Data management: implementing data-centric architectures, such as data lakes, to centralise and manage large volumes of data. • Data governance and protection: establishing policies and procedures to ensure data integrity, confidentiality and availability. • Data-driven decision-making: strengthening our internal capacity to make informed, data-driven decisions. Robust data management and governance enables a more effective adoption of AI, a key lever in Naturgy's digitalisation: by using analytical and generative AI on large volumes of data, we can extract valuable insights for the business. – Cybersecurity: a mainstay of Naturgy's digitalisation strategy. Its objective is to guarantee the protection of information and the security of systems through a comprehensive approach that includes: • Information protection: implementation of advanced technical measures to safeguard data against unauthorised access and potential security incidents. • Systems security: strengthening and shielding IT infrastructure against threats and vulnerabilities. All of this is supported by best-of-breed technologies (searching for the best software solutions from different providers for specific areas of application) that drive innovation, including Artificial Intelligence and Zero Trust security models (security strategies for multi-cloud networks), with a focus on digital identity. To achieve tangible results, Naturgy has implemented a range of innovation tools focused on identifying opportunities (through acceleration and investment in operations) and developing a pipeline of projects that expand the company's industrial profile (such as startup incubators and investment vehicles). The main initiatives implemented in the business are described briefly below, with more detailed information on the innovation projects provided in section “5. Specific information. Innovation" in the 2025 Non-Financial Information Statement and Sustainability Report. Main initiatives applied to business units Supply The "FV Puente Nuevo" shared auto-production project is being developed at the Puente Nuevo Campus (Ávila) as a sustainable energy demonstration laboratory. It integrates photovoltaic generation, storage, electric vehicle charging, and smart management using AI. Auto-production is expected to meet over 20% of needs while cutting e m i s s i o n s b y m o r e t h a n 3 3 t o n n e s o f C O ₂ per year and saving Euros 680,000 over 25 years. The project, scheduled to go live in 2026, also has a strong educational and social component. Networks A new Agentic Contact Centre as a Service (CCaS) platform has been implemented, incorporating state-of-the-art contact centre and generative AI technologies in electricity and gas distribution in Spain with a three-fold objective: significantly improve the customer experience, moving from reactive to proactive management; automate call quality auditing in customer service; and automate contacts received by the call centres. Annual Report of Naturgy Energy Group, S.A. 2025 31
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Spain electricity networks The MARVIN-24 project aims to revolutionise the inspection of power lines and gas pipelines using long-range BVLOS (Beyond Visual Line of Sight) drones with advanced sensors. After inspecting more than 20,000 km since 2022 alongside UFD Distribución Electricidad, S.A. (UFD), the main challenge identified was improving daily productivity (30-40 km/day), especially in areas with adverse weather conditions. The new MARVIN-24 aircraft aims to reach up to 200 km/day, matching the efficiency of crewed helicopters and reducing operating costs by up to 50%. The project includes validation pilot tests on 800 km of power lines and 200 km of gas pipelines, with direct integration into UFD's processes. Thermal Generation Spain Real-time asset management is critical in the operation of CCGT plants. For this reason, the Azure Machine Learning platform was implemented by the Thermal Generation Data Analytics unit in 2025 to develop predictive models. By applying these models to critical assets, the aim is to anticipate failures, which will result in improved equipment maintenance. Artificial Intelligence deployed in the Remote Control Centre (RCC) to support operators in day-to-day operation of the CCGT fleet in Spain. Since the CCGTs currently undergo a large number of starts, the application of Artificial Intelligence is geared towards improving and automating operations, in terms of both monitoring checklists and of assisting the operator using natural language. Renewable Generation The “Battery Second Life” project, developed jointly by Naturgy, Octave and the CIUDEN Foundation (City of Energy), aims to demonstrate the technical and commercial viability of an energy storage system based on second life batteries at the CIUDEN centre. The system will be tested for two years under real conditions, with applications such as self-consumption, peak management, adjustment services, and energy backup. The system includes advanced monitoring via the Battery Cloud platform, which enables predictive maintenance and remote control of each module. Following the demonstration phase, the system may remain in operation for an additional two years. The "HIB SAE El Escobar" project consists of installing an electricity storage system with lithium-ion (Li-ion) batteries and ultracapacitors (UCAPs) in hybridisation with the El Escobar I photovoltaic plant (3.2 MW) in Ingenio (Gran Canaria). This system, with 1.4 MW of power generation capacity and 4.8 MWh of storage, incorporates grid-forming converters (network stabilisers) to improve the integration of renewables into the electricity grid, offering services such as frequency regulation, black start (restarting the electricity grid from scratch) and voltage control. The project has been declared to be of general interest and received administrative authorisation in May 2025. Renewable Gases With the aim of increasing biomethane production, Naturgy is participating in two partnerships to develop methanation technology: • Together with the Catalonia Institute for Energy Research (IREC), a new catalytic methanation technology is being developed that will be tested at the Arroyo Culebro Wastewater Treatment Plant (WWTP) in Pinto (Madrid). • Green W2BM, S.L. (W2BM), a company owned by Naturgy and Green Waste to Energy, S.L. (Green), is developing biological methanation technology for synthesis gas produced from difficult-to-manage industrial waste, to allow renewable gas to be obtained for injection into the distribution network. Annual Report of Naturgy Energy Group, S.A. 2025 32
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6. Non-financial information statement The 2025 non-financial information statement, as referred to in article 262 of the Capital Companies Law and article 49 of the Commercial Code, is presented as a separate report entitled "Non-Financial Information Statement and Sustainability Report2025" that expressly states that the information contained in that document is part of Naturgy's consolidated directors' report (Appendix II). That document is verified by an independent verification service provider and is subject to the same approval, filing and publication requirements as the Naturgy group's consolidated directors' report. 7. Additional information 7.1. Own shares The movements during 2025 and 2024 involving own shares of Naturgy Energy Group, S.A. are as follows: Number of shares Million Euro % Capital As at 1 January 2024 240,000 6 — Share Acquisition Plan — — — Delivered to employees — — — As at 31 December 2024 240,000 6 — Acquisition of shares from Naturgy Alfa Investments, S.A.U. 8,639,595 200 0.9 Tender offer 88,000,000 2,332 9.1 1st accelerated placement (19,305,000) (506) (2.0) 2nd accelerated placement (34,100,000) (893) (3.5) Delivered to employees (254,365) (7) — 31 December 2025 43,220,230 1,132 4.5 Full information about own shares can be found in Note 11 to the annual accounts. 7.2. Information on average supplier payment period The average payment period is calculated in accordance with Law 15/2010 on measures to combat late payment in business operations and the changes brought in under Law 18/2022 of 28 September on the formation and growth of companies. The disclosures about the average supplier payment period that are required under that legislation are as follows: Annual Report of Naturgy Energy Group, S.A. 2025 33
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2025 2024 Amount Amount Total payments (Euros thousand) 219,780 269,886 Total outstanding payments (Euros thousand) 17,398 28,591 Average supplier payment period (days) (1) 37 30 Transactions paid ratio (days) (2) 38 31 Transactions pending payment ratio (days) (3) 26 27 Total payments within the period established in the default regulations (thousand euro) 217,201 266,096 % of the amount paid within the period established in the default regulations with respect to the total amount paid 98.83 % 98.60 % Number of invoices paid within the period established in the default regulations 21,307 19,270 % of invoices paid within the period established in the default regulations with respect to the total invoices paid 97.47 % 97.63 % (1) Calculated on the basis of amounts paid and pending payment. (2) Average payment period in transactions paid during the year. (3) Average age, suppliers pending payment balance. 7.3. Subsequent events Events subsequent to the end of the year are described in Note 30 of the notes to the annual accounts. 8. Annual Corporate Governance report Attached as an Appendix and forming an integral part of this Directors' Report is the 2025 Annual Report on Corporate Governance, as required by article 538 of the Capital Companies Law. 9. Annual Directors' Remuneration Report Attached as an annex and forming an integral part of the Consolidated Directors' Report is the Annual Directors’ Remuneration Report 2025, as required by article 538 of the Capital Companies Law. Annual Report of Naturgy Energy Group, S.A. 2025 34
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Auditor’s Report on Naturgy Energy Group, S.A. and subsidiaries (Together with the consolidated annual accounts and consolidated directors’ report of Naturgy Energy Group, S.A. and subsidiaries for the year ended 31 December 2025) (Translation from the original in Spanish. In the event of discrepancy, the Spanish- language version prevails.)
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KPMG Auditores S.L., a limited liability Spanish company and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. Paseo de la Castellana, 259C 28046 Madrid KPMG Auditores, S.L. Torre Cristal Paseo de la Castellana, 259C 28046 Madrid Independent Auditor's Report on the Consolidated Annual Accounts On the Spanish Official Register of Auditors (“ROAC”) with No. S0702, and the Spanish Institute of Registered Auditors’ list of companies with No. 10. Reg. Mer Madrid, T. 11.961, F. 90, Sec. 8, H. M -188.007, Inscrip. 9 N.I.F. B-78510153 (Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) To the shareholders of Naturgy Energy Group, S.A. REPORT ON THE CONSOLIDATED ANNUAL ACCOUNTS Opinion ______________________________________________________________ We have audited the consolidated annual accounts of Naturgy Energy Group, S.A. (the “Parent”) and subsidiaries (together the “Group”), which comprise the consolidated statement of financial position at 31 December 2025, and the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement for the year then ended, and consolidated notes. In our opinion, the accompanying consolidated annual accounts give a true and fair view, in all material respects, of the consolidated equity and consolidated financial position of the Group at 31 December 2025 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU) and other provisions of the financial reporting framework applicable in Spain. Basis for Opinion _____________________________________________________ We conducted our audit in accordance with prevailing legislation regulating the audit of accounts in Spain. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Annual Accounts section of our report. We are independent of the Group in accordance with the ethical requirements, including those regarding independence, that are relevant to our audit of the consolidated annual accounts pursuant to the legislation regulating the audit of accounts in Spain. We have not provided any non-audit services, nor have any situations or circumstances arisen which, under the aforementioned regulations, have affected the required independence such that this has been compromised. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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2 (Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) Key Audit Matters _____________________________________________________ Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the consolidated annual accounts of the current period. These matters were addressed in the context of our audit of the consolidated annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Revenue recognition: Unbilled energy supplied See notes 2.4.23, 2.4.25 and 10 to the consolidated annual accounts Key audit matter How the matter was addressed in our audit The Group's businesses that carry out energy supply activities must make estimates of unbilled supplies to end customers in the period between the last meter reading and the end of the reporting period. At 31 December 2025 the Group has recognised revenue from unbilled energy supplied in an amount of Euros 1,027 million. The amount of unbilled energy supplied is estimated based on internal and external information that is compared with the readings contained in the management systems used by the businesses. Revenue is calculated by multiplying the volume of estimated unbilled consumption, a process that is subject to a high degree of uncertainty, by the tariff agreed for each customer. Determining unbilled energy supplied requires the use of estimates by Group management with the application of criteria, judgements and assumptions in its calculations, so the recognition of revenue from unbilled energy supplied has been considered a key audit matter. Our audit procedures included the following: Analysing the design and implementation and the operating effectiveness of the key controls related to the process of estimating unbilled energy supplied. Evaluating the reasonableness of the calculation model used by comparing the estimates made at the close of the previous period with actual billing data (retrospective analysis). Assessing the reasonableness of the volume of unbilled energy through an analysis of historical information and other available internal and external data. Evaluating a selected sample of the tariffs applied by comparing them with the data contained in the customer contract databases. We also assessed whether the disclosures in the consolidated annual accounts meet the requirements of the financial reporting framework applicable to the Group.
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3 (Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) Recoverability of intangible assets, property, plant and equipment and right-of- use assets considering the dynamics of energy transition and climate change See notes 2.4.6, 2.4.25 and 4 to the consolidated annual accounts Key audit matter How the matter was addressed in our audit At 31 December 2025 the Group has recognised intangible assets including goodwill, property, plant and equipment, and right-of-use assets for amounts of Euros 5,963 million, Euros 19,323 million and Euros 1,097 million, respectively, allocated to the cash-generating units (CGUs) detailed in note 4 to the consolidated annual accounts. Under IFRS-EU, the recoverable amount of assets must be estimated when indications of impairment have been identified. Goodwill, intangible assets with indefinite useful lives and in-process intangible assets are not amortised, but are instead tested for impairment at least on an annual basis. The recoverable amount of the assets allocated to the CGUs is generally calculated using methodologies based on discounted cash flows, the estimation of which requires the use of a high degree of judgement by management and the use of assumptions and estimates, including those in relation to energy transition and the decarbonisation of the economy. For one of the CGUs, fair value less costs of disposal was calculated on the basis of third- party offers. At 31 December 2025 the Group has recognised in the consolidated income statement, impairment losses of Euros 79 million and reversals of impairment amounting to Euros 68 million. Due to the high level of judgement required, the uncertainty associated with these estimates and the significance of the amount of the intangible assets, property, plant and equipment and right- of-use assets, the recoverability thereof has been considered a key audit matter. Our audit procedures included the following: Evaluating the design and implementation of the key controls related to the process of estimating the recoverable amount. Assessing the appropriateness of the composition of the CGUs based on our understanding of management of the business. Analysing the reasonableness and consistency of the assumptions and cash flows included in the pricing models with those considered in the business plans approved by the governing bodies. Evaluating the reasonableness of the methodology used to calculate value in use, fair value less costs of disposal and the main assumptions considered, with the involvement of our valuation and sustainability specialists. In the Generación Renovables España CGU, checking the fair value less costs of disposal of certain assets against market comparables. Comparing the cash flow forecasts estimated in prior years with the actual cash flows obtained. Evaluating the sensitivity of the recoverable amount to changes in certain assumptions that can be considered reasonable. We also assessed whether the disclosures in the consolidated annual accounts meet the requirements of the financial reporting framework applicable to the Group.
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4 (Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) Commitments to purchase natural gas and liquefied natural gas for own use See notes 2.4.8 and 36 to the consolidated annual accounts Key audit matter How the matter was addressed in our audit At 31 December 2025 the Group has long-term contractual commitments to purchase natural gas and liquefied natural gas amounting to Euros 45,130 million. These contracts are signed and held to meet the Group’s expected need for receiving or delivering gas in accordance with periodical purchase and sale forecasts. Consequently, the Group classifies these contracts as for “own use”, adhering to the exception established by the standard enabling them to be recognised as executory contracts, and they are therefore excluded from the scope of IFRS 9 Financial Instruments. The assessment of long-term gas supply contracts to determine whether they should be classified as for “own use” requires management to exercise judgement as regards forecast supply and demand in the short, medium and long term, and the fulfilment of the contractual clauses. Consequently, this has been considered a key audit matter. Our audit procedures included the following: Evaluating the design and implementation of the key controls linked to the process of assessing the requirements for classifying these contracts as for “own use”. Reading and analysing a significant sample of natural gas and liquefied natural gas supply contracts signed by the Group. Analysing whether these supply contracts meet the definition of “own use” stipulated in the applicable financial reporting framework based on an analysis of the conditions set out therein, the quantities acquired during the year, minimum contract quantities and the reasonableness of the Group’s gas sales forecasts. We also assessed whether the disclosures in the consolidated annual accounts meet the requirements of the financial reporting framework applicable to the Group. Other Information: Consolidated Directors’ Report __________________________ Other information solely comprises the 2025 consolidated directors' report, the preparation of which is the responsibility of the Parent's Directors and which does not form an integral part of the consolidated annual accounts. Our audit opinion on the consolidated annual accounts does not encompass the consolidated directors' report. Our responsibility regarding the information contained in the consolidated directors’ report is defined in the legislation regulating the audit of accounts, as follows: a) Determine, solely, whether the consolidated non-financial information statement and certain information included in the Annual Corporate Governance Report and the Annual Report on Directors’ Remuneration, as specified in the Spanish Audit Law, have been provided in the manner stipulated in the applicable legislation, and if not, to report on this matter.
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5 (Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) b) Assess and report on the consiste ncy of the rest of the information included in the consolidated directors’ report with the consolidated annual accounts, based on knowledge of the Group obtained during the audit of the aforementioned consolidated annual accounts. Also, assess and report on whether the content and presentation of this part of the consolidated directors’ report are in accordance with applicable legislation. If, based on the work we have performed, we conclude that there are material misstatements, we are required to report them. Based on the work carried out, as described above, we have observed that the information mentioned in section a) above has been provided in the manner stipulated in the applicable legislation, that the rest of the information contained in the consolidated directors’ report is consistent with that disclosed in the consolidated annual accounts for 2025, and that the content and presentation of the report are in accordance with applicable legislation. Directors' and Audit and Control Committee's Responsibilities for the Consolidated Annual Accounts __________________________________________ The Parent's Directors are responsible for the preparation of the accompanying consolidated annual accounts in such a way that they give a true and fair view of the consolidated equity, consolidated financial position and consolidated financial performance of the Group in accordance with IFRS-EU and other provisions of the financial reporting framework applicable to the Group in Spain, and for such internal control as they determine is necessary to enable the preparation of consolidated annual accounts that are free from material misstatement, whether due to fraud or error. In preparing the consolidated annual accounts, the Parent's Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. The Parent's audit and control committee is responsible for overseeing the preparation and presentation of the consolidated annual accounts. Auditor's Responsibilities for the Audit of the Consolidated Annual Accounts ___ Our objectives are to obtain reasonable assurance about whether the consolidated annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with prevailing legislation regulating the audit of accounts in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated annual accounts.
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6 (Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) As part of an audit in accordance with prevailing legislation regulating the audit of accounts in Spain, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Parent's Directors. Conclude on the appropriateness of the Parent's Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the consolidated annual accounts, including the disclosures, and whether the consolidated annual accounts represent the underlying transactions and events in a manner that achieves a true and fair view. Plan and execute the Group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units of the Group as the basis to form an opinion on the consolidated annual accounts. We are responsible for the direction, supervision and review of the work performed for the Group audit. We remain solely responsible for our audit opinion. We communicate with the audit and control committee of the Parent regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Parent’s Audit and Control Committee with a statement that we have complied with the ethical requirements regarding independence, and to communicate with them all matters that may reasonably be thought to bear on our independence, and where applicable, safeguarding measures adopted to eliminate or reduce the threat.
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7 (Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) From the matters communicated to the Audit and Control Committee of the Parent, we determine those that were of most significance in the audit of the consolidated annual accounts of the current period and which are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS European Single Electronic Format _______________________________________ We have examined the digital files of Naturgy Energy Group, S.A. and its subsidiaries for 2025 in European Single Electronic Format (ESEF), which comprise the XHTML file that includes the consolidated annual accounts for the aforementioned year and the XBRL files tagged by the Parent, which will form part of the annual financial report. The Directors of Naturgy Energy Group, S.A. are responsible for the presentation of the 2025 annual financial report in accordance with the format and mark-up requirements stipulated in Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 (hereinafter the “ESEF Regulation”). Our responsibility consists of examining the digital files prepared by the Directors of the Parent, in accordance with prevailing legislation regulating the audit of accounts in Spain. This legislation requires that we plan and perform our audit procedures to determine whether the content of the consolidated annual accounts included in the aforementioned digital files fully corresponds to the consolidated annual accounts we have audited, and whether the consolidated annual accounts and the aforementioned files have been formatted and marked up, in all material respects, in accordance with the requirements of the ESEF Regulation. In our opinion, the digital files examined fully correspond to the audited consolidated annual accounts, and these are presented and marked up, in all material respects, in accordance with the requirements of the ESEF Regulation. Additional Report to the Audit and Control Committee of the Parent ___________ The opinion expressed in this report is consistent with our additional report to the Parent's audit and control committee dated 18 February 2026.
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8 (Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) Contract Period _______________________________________________________ We were appointed as auditor of the Group by the shareholders at the ordinary general meeting on 2 April 2024 for a period of two years, from the year ended 31 December 2024. Previously, we had been appointed for a period of three years, by consensus of the shareholders at their ordinary general meeting, and have been auditing the annual accounts since the year ended 31 December 2021. (Signed on original in Spanish) On the Spanish Official Register of Auditors (“ROAC”) with No. 20,435 KPMG Auditores, S.L. On the Spanish Official Register of Auditors (“ROAC”) with No. S0702 This report corresponds to stamp number 01/26/00307 issued by the Spanish Institute of Registered Auditors (ICJCE)
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Annual Consolidated Financial Report 2025
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Naturgy Energy Group, S.A. and subsidiaries Annual accounts 2025 CONSOLIDATED ANNUAL ACCOUNTS Consolidated Statement of Financial Position Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Changes in Equity Consolidated cash flow statement Notes to the consolidated annual accounts
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This 2025 Annual Report is a translation of a report originally issued in Spanish. In the event of a discrepancy, the Spanish language version prevails.
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Naturgy Consolidated statement of financial position (million euro) Nota 31.12.2025 31.12.2024 Asset Intangible assets 5 5,963 5,980 Goodwill 2,894 2,948 Other intangible assets 3,069 3,032 Property, plant and equipment 6 19,323 19,467 Right-of-use assets 7 1,097 1,229 Investments recorded using the equity method 8 559 647 Non-current financial assets 9 408 419 Other non-current assets 10 471 340 Derivatives 197 59 Other assets 274 281 Deferred tax assets 21 1,858 2,009 NON-CURRENT ASSETS 29,679 30,091 Non-current assets held for sale 11 363 — Inventories 12 1,003 807 Trade and other receivables 10 3,394 3,841 Trade receivables for sales and services 2,451 2,851 Other receivables 595 880 Derivatives 303 68 Current tax assets 45 42 Other current financial assets 9 305 471 Cash and cash equivalents 13 4,357 5,626 Current assets 9,422 10,745 TOTAL ASSETS 39,101 40,836 EQUITY AND LIABILITIES Capital 970 970 Share premium 3,808 3,808 Treasury shares (1,132) (206) Reserves 6,248 5,980 Profit for the period attributed to the parent company 2,023 1,901 Interim dividend (1,100) (969) Other equity items (1,475) (2,006) Equity attributed to the parent company 9,342 9,478 Non-controlling interests 2,031 2,175 Equity 14 11,373 11,653 Deferred income 15 1,260 1,129 Non-current provisions 16 1,631 1,841 Non-current financial liabilities 17 13,992 15,095 Borrowings 12,874 13,716 Lease liabilities 1,118 1,379 Deferred tax liabilities 21 1,925 1,945 Other non-current liabilities 19 902 944 Derivatives 308 375 Other liabilities 594 569 NON-CURRENT LIABILITIES 19,710 20,954 Liabilities related to non-current assets held for sale 11 310 — Current provisions 16 590 361 Current financial liabilities 17 2,771 2,927 Borrowings 2,606 2,733 Lease liabilities 160 183 Other financial liabilities 5 11 Trade and other payables 20 4,222 4,762 Trade payables 3,177 3,043 Other payables 685 691 Derivatives 182 817 Current tax liabilities 178 211 Other current liabilities 19 125 179 Current liabilities 8,018 8,229 Total equity and liabilities 39,101 40,836 The accompanying Notes 1 to 39 to the consolidated annual accounts and the Appendices are an integral part of the consolidated statement of financial position as at 31 December 2025 and 2024. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 4
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Naturgy Consolidated Income Statement (million euro) Note 2025 2024 Net sales 22 19,455 19,267 Procurements 23 (11,849) (11,565) Other operating income 24 179 236 Personnel expenses 25 (632) (643) Other operating expenses 26 (1,879) (2,001) Gain/(loss) on disposals of fixed assets 27 — 10 Release of fixed asset grants to income and other 15 60 61 GROSS OPERATING PROFIT 5,334 5,365 Depreciation, amortisation and impairment losses 4, 5, 6, 7 & 28 (1,612) (1,524) Impairment due to credit losses 10 (139) (90) Other results 29 (3) (202) OPERATING RESULTS 3,580 3,549 Financial income 304 406 Financial expenses (793) (842) Variations in fair value of financial instruments 9 (2) 12 Net exchange differences (13) (41) FINANCIAL INCOME 30 (504) (465) Profit/(loss) of entities recorded by equity method 8 142 120 PROFIT/(LOSS) BEFORE TAX 3,218 3,204 Income tax 21 (833) (835) PROFIT/(LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS 2,385 2,369 Profit for the year from discontinued operations, net of taxes 11 — (22) CONSOLIDATED PROFIT/(LOSS) FOR THE YEAR 2,385 2,347 Attributable to: The parent company 2,023 1,901 From continuing operations 2,023 1,923 From discontinued operations — (22) Non-controlling interests 14 362 446 Basic and diluted earnings per share in euro from continuing operations attributable to the equity holders of the parent company 2.17 2.00 Basic and diluted earnings per share in euro from discontinued operations attributable to the equity holders of the parent company — (0.02) Basic and diluted earnings per share in euro attributable to the equity holders of the parent company 2.17 1.98 The accompanying Notes 1 to 39 to the annual accounts and Appendices are an integral part of the consolidated income statement for the years ended 31 December 2025 and 2024. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 5
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Naturgy Consolidated statement of comprehensive income (million euro) Note 2025 2024 Consolidated profit/(loss) for the year 2,385 2,347 OTHER COMPREHENSIVE INCOME RECOGNISED DIRECTLY IN EQUITY ITEMS THAT WILL NOT BE TRANSFERRED TO PROFIT/(LOSS) (3) 19 Actuarial gains and losses 16 6 25 Other income and expenses (11) — Tax effect 21 2 (6) ITEMS THAT WILL SUBSEQUENTLY BE TRANSFERRED TO PROFIT/(LOSS) 452 (577) Cash flow hedges 18 606 (785) Gains / (Losses) per valuation 251 (1,218) Releases to income statement 355 433 Currency translation differences 40 39 Gains / (Losses) per valuation 40 30 Releases to income statement — 9 Equity consolidated companies 8 (34) 16 Currency translation differences - Gains / (Losses) per valuation (36) 16 Currency translation differences - Transfer to the income statement 2 — Tax effect 21 (160) 153 OTHER COMPREHENSIVE INCOME FOR THE YEAR 449 (558) Total comprehensive income for the year 2,834 1,789 Attributable to: The parent company 2,550 1,382 From continuing operations 2,550 1,404 From discontinued operations — (22) Non-controlling interests 284 407 The accompanying Notes 1 to 39 to the annual accounts and Appendices are an integral part of the consolidated statements of comprehensive income for the years ended 31 December 2025 and 2024. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 6
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Naturgy Consolidated Statement of Changes in Equity (million euro) Equity attributed to the parent company (Nota 14) Share capital Share premium Treasury shares Reserves and retained earnings Profit/ (loss) for the year Currency translation differences Cash flow hedges Financial assets at fair value Other equity items Subtotal Non-controlling interests (Note 14) Equity Statement of financial position at 01.01.2024 970 3,808 (206) 4,363 1,986 (1,381) 270 (362) (1,473) 9,448 2,481 11,929 Total comprehensive income for the year — — — 14 1,901 61 (594) — (533) 1,382 407 1,789 Operations with shareholders or owners — — — 631 (1,986) — — — — (1,355) (186) (1,541) Dividend distribution — — — 629 (1,986) — — — — (1,357) (186) (1,543) Share-based payments — — — 2 — — — — — 2 — 2 Other changes in equity — — — 3 — — — — — 3 (527) (524) Other changes — — — 3 — — — — — 3 (527) (524) Statement of financial position as at 31.12.2024 970 3,808 (206) 5,011 1,901 (1,320) (324) (362) (2,006) 9,478 2,175 11,653 Total comprehensive income for the year — — — (4) 2,023 94 437 — 531 2,550 284 2,834 Operations with shareholders or owners — — (926) 221 (1,901) — — — — (2,606) (230) (2,836) Dividend distribution — — — 219 (1,901) — — — — (1,682) (230) (1,912) Trading in treasury shares — — (926) — — — — — — (926) — (926) Share-based payments — — — 2 — — — — — 2 — 2 Other changes in equity — — — (80) — — — — — (80) (198) (278) Other changes — — — (80) — — — — — (80) (198) (278) Statement of financial position as at 31.12.2025 970 3,808 (1,132) 5,148 2,023 (1,226) 113 (362) (1,475) 9,342 2,031 11,373 The accompanying Notes 1 to 39 to the consolidated annual accounts and the Appendices are an integral part of the statement of changes in equity for the years ended 31 December 2025 and 2024. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 7
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Naturgy Consolidated cash flow statement (million euro) Note 2025 2024 Profit/(loss) before tax 3,218 3,204 Adjustments to income: 31 1,800 1,793 Depreciation, amortisation and impairment losses 4, 5, 6, 7 & 28 1,612 1,524 Other adjustments to net profit 31 188 269 Changes in working capital 31 614 58 Other cash flows from operating activities: 31 (1,107) (1,063) Interest paid (681) (703) Interest collected 180 221 Dividends collected 168 82 Income tax paid (774) (663) CASH FLOWS GENERATED FROM OPERATING ACTIVITIES 4,525 3,992 Cash flows into investing activities: (2,168) (2,254) Group companies, associates and business units 31 (3) (15) Property, plant and equipment and intangible assets (2,149) (2,197) Other financial assets (16) (42) Proceeds from divestitures: 50 119 Group companies, associates and business units 31 17 — Property, plant and equipment and intangible assets 10 19 Other financial assets 23 100 Other cash flows from investing activities: 249 314 Other proceeds from investing activities 15 & 19 249 314 CASH FLOWS FROM INVESTING ACTIVITIES (1,869) (1,821) Receipts/(payments) on equity instruments: (1,189) (510) Disposal 31 1,391 — Acquisition 31 (2,580) (510) Receipts and payments on financial liability instruments: (639) 1,859 Issue 31 3,574 5,444 Repayment and amortisation 31 (4,213) (3,585) Dividends paid (and remuneration on other equity instruments) 14 (1,920) (1,571) Other cash flows from financing activities 78 (17) CASH FLOW GENERATED FROM FINANCING ACTIVITIES (3,670) (239) Other changes in cash and cash equivalents 11 (16) — Effect of fluctuations in exchange rates (239) 8 VARIATION IN CASH AND CASH EQUIVALENTS (1,269) 1,940 Cash and cash equivalents at beginning of the year 13 5,626 3,686 Cash and cash equivalents at year end 13 4,357 5,626 The accompanying Notes 1 to 39 to the consolidated notes to the annual accounts and the Appendices are an integral part of the consolidated cash flow statement for the years ended 31 December 2025 and 2024. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 8
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Contents of the notes to the consolidated annual accounts for 2025 1 General information 9 2 Basis of presentation and accounting policies 9 3 Operational segment financial information 50 4 Asset impairment losses 55 5 Intangible assets 66 6 Property, plant and equipment 69 7 Right-of-use assets 71 8 Investments in companies 72 9 Financial assets 75 10 Other non-current assets and trade and other receivables 78 11 Non-current assets and disposal groups of assets held for sale and discontinued operations 80 12 Inventories 83 13 Cash and cash equivalents 83 14 Equity 84 15 Deferred income 97 16 Provisions 97 17 Financial liabilities 104 18 Risk management and derivative financial instruments 111 19 Other current and non-current liabilities 124 20 Trade and other payables 124 21 Tax situation 125 22 Net sales 132 23 Procurements 134 24 Other operating income 134 25 Personnel expenses 135 26 Other operating expenses 136 27 Gain/(loss) on disposals of fixed assets 137 28 Depreciation and non-financial asset impairment losses 137 29 Other results 137 30 Net financial income/(expense) 138 31 Cash generated by operating activities and other cash-flow breakdowns 139 32 Business Combination 141 33 Service concession agreements 141 34 Information on transactions with related parties 141 35 Information on members of the Board of Directors and the Management Committee 144 36 Litigation, arbitration, guarantees and commitments 146 37 Auditors’ fees 152 38 Environment 153 39 Events after the reporting date 155 Anexo I. Naturgy companies 156 Anexo II. Changes in consolidation scope 166 Anexo III. Naturgy tax group companies 168 Anexo IV. Regulatory framework 169 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 8
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Notes to the consolidated annual accounts of Naturgy for 2025 Note 1. General information Naturgy Energy Group, S.A. is a public limited company that was incorporated in 1843. Its registered office is located at Avenida de America 38, Madrid, Spain. On 27 June 2018, the shareholders, in general meeting, agreed to change the company’s business name to Naturgy Energy Group, S.A., formerly Gas Natural SDG, S.A. Naturgy Energy Group, S.A. and subsidiaries (“Naturgy”) form a group that is engaged mainly in the business of gas (supply, liquefaction, regasification, transport, storage, distribution and supply), electricity (generation, transport, distribution and supply) and any other existing source of energy. It may also act as a holding company and, in this respect, may incorporate or hold shares in other entities, regardless of their corporate object or nature, by subscribing, acquiring or holding shares, participation units or any other securities deriving from the same. Naturgy operates mainly in Spain and, outside Spain, in Latin America, Australia, the USA and the rest of Europe. Note 3 contains financial disclosures by operating segment, and Appendix I lists Naturgy's investee companies at 2025 year-end. The shares of Naturgy Energy Group, S.A. are listed on the four official Spanish stock exchanges, are traded on the continuous market and form part of the Ibex35 During 2025, Naturgy carried out significant operations within the framework of its 2025-2027 Strategic Plan, which aims to restore adequate levels of free float, promote the share's liquidity and strengthen its presence in international stock market indices. In this context, the Group made a voluntary tender offer to acquire 88 million own shares, which was executed in June 2025, followed by various orderly placements of treasury stock on the market. For full details of these transactions, see sections entitled "Tender offer" and "Placement of treasury shares" in Note 14. Note 2. Basis of presentation and accounting policies 2.1. Basis of presentation The consolidated annual accounts of Naturgy Energy Group, S.A. for 2024 were approved by the shareholders at a General Meeting on 25 March 2025. The consolidated annual accounts for 2025, which were authorised and signed by the Board of Directors of Naturgy Energy Group, S.A. on 17 February 2026, will be submitted, like those of the investee companies, to the respective General Meetings for approval and they are expected to be adopted without any change. The consolidated annual accounts of Naturgy for 2025 have been prepared on the basis of the accounting records of Naturgy Energy Group, S.A. and the other companies in the Group, in accordance with the provisions of International Financial Reporting Standards adopted by the European Union (hereinafter “IFRS-EU”), as per Regulation (EC) No 1606/2002 of the European Parliament and of the Council. In the preparation of these consolidated annual accounts the historical cost method has been used and, as appropriate, the criteria for the recognition at fair value of financial assets measured at fair value through profit or loss and through other comprehensive income, derivative financial instruments, business combinations, the application of inflation to the historical cost of assets in economies regarded as hyperinflationary, and defined benefit pension plans. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 9
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These consolidated annual accounts fairly present the consolidated equity and consolidated financial situation of Naturgy as at 31 December 2025, and the consolidated results of its operations, the changes in the consolidated statement of comprehensive income, changes in consolidated equity and the consolidated cash flows of Naturgy for the year then ended. The figures set out in these consolidated annual accounts are stated in million euro, unless indicated otherwise. 2.2. New IFRS-EU and IFRIC interpretations 2.2.1. Standards that came into force on 1 January 2025 As a result of their approval, publication and entry into force on 1 January 2025, the following standards, interpretations and amendments adopted by the European Union have been applied: Standards adopted by the European Union Entry into force for annual periods commencing IAS 21 (Amendment) "Lack of Exchangeability" Determines whether one currency is convertible into another and, when it is not, determines the exchange rate to be used. 1 January 2025 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 10
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2.2.2. Standards that will enter force on or after 1 January 2026: Standards that will enter force on or after 1 January 2026 Entry into force for annual periods commencing Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7 They clarify the date of recognition and derecognition of certain financial assets and liabilities and new disclosures for contractual terms that may modify cash flows and for equity instruments designated at fair value through other income. 1 January 2026 Annual improvements to IFRS - Volume 11 Provide clarifications and changes affecting IFRS 1 (hedge accounting by a first-time adopter), IFRS 7 (gain or loss on derecognition of financial assets, deferred difference between fair value and transaction price, credit risk disclosure), IFRS 10 (determination of a "de facto agent"), IAS 7 (cash flows from investments in associates and joint ventures), and IFRS 9 (receivables that do not contain a significant financing component, derecognition of lease liabilities). 1 January 2026 Amendments to IFRS 9 and IFRS 7 - Renewable electricity contracts. Sets out the cases in which a purchaser of renewable electricity may apply the own-use exception and specifications for the application of hedge accounting in power purchase contracts settled by differences. 1 January 2026 IFRS 18, Presentation and Disclosures in Financial Statements Standard on presentation and disclosures in financial statements that amends IAS 1. 1 January 2027 IFRS 19, Subsidiaries without Public Accountability: Disclosures under other IFRS Accounting Standards. Specifies reduced disclosure requirements for an eligible subsidiary that applies the requirements of other IFRS Accounting Standards 1 January 2027 Amendment to IAS 21, Translation to a Hyperinflationary Presentation Currency Establishes the rules for translating financial statements from a non- hyperinflationary currency to a hyperinflationary currency. 1 January 2027 The consolidated annual accounts are presented in euro, which is the parent company's presentation currency. The items contained in the consolidated annual accounts of each of Naturgy's entities are measured using the currency of the primary economic environment in which the entity operates (functional currency) and are translated into the group's presentation currency, as described in Note 2.4.2 "Transactions in foreign currency". Naturgy has no investments in entities with functional currencies that are not convertible into the presentation currency, i.e. the euro, and, therefore, the amendment to IAS 21 did not have any impact. None of these standards, interpretations or amendments due to enter into force in future annual periods was applied early. At the date of authorisation of these consolidated annual accounts, the potential impacts are being analysed. Naturgy is assessing the impacts of the application on the financial information, basically4 the amendments to IFRS 18 in the classification of the items in the income statement to distinguish between operating, investment and financing activities, and the modifications in the application of hedge accounting in long-term electricity sales contracts, in which the facilities sell their output to the market and there is a subsequent financial settlement for the difference between the market price and the price agreed in the contract. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 11
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The changes in hedge accounting for long-term electricity sale contracts will make it possible to avoid the impact of inefficiencies generated by the difficulty of establishing highly probable sales at renewable generation facilities. Those amendments will be applied prospectively, which will make it possible, in turn, the discontinuation of an existing hedging relationship to facilitate the designation of a new hedging relationship, using the same hedging instrument for annual periods beginning on or after 1 January 2026, since Naturgy did not apply this amendment early. Management is closely following developments related to the implementation of international tax reforms that introduce an additional global minimum tax (Pillar Two). During 2023, the International Accounting Standards Board issued amendments to IAS 12 that provide a mandatory temporary exception from deferred tax accounting for the top-up tax and require new disclosures in the annual accounts. On 21 December 2024, Spain's Official State Gazette published Law 7/2024 of 20 December, which establishes a top-up tax to guarantee an overall minimum level for multinational enterprise groups and large-scale domestic groups, a tax on the net interest income and fees of certain financial institutions, and a tax on liquids for electronic cigarettes and other tobacco-related products, and modifies other tax regulations. Law 7/2024 is in force for annual periods beginning on or after 31 December 2023; accordingly, it was fully applicable to Naturgy in 2024. In the case of Ireland, however, the national tax authorities have announced that, in compliance with Council Directive (EU) 2022/2523 of 15 December 2022 on ensuring a global minimum level of taxation for multinational enterprise groups and large-scale domestic groups in the Union, the Finance Act 2024 introduces a top-up tax that enables the minimum tax rate to be raised to 15%, from the 12.5% nominal rate in force at the date of the amendment. At the end of December 2025, a top-up tax of Euros 5 million (Euros 1.4 million in 2024) was recognised in Ireland to reach the minimum rate of 15%. Naturgy assessed the impact that the application of the Top-up Tax Law would have for the Group. The possible application of the safe harbours derived from the existing data in the Qualified Country-by-Country Report was analysed and, in the event that no safe harbour is applicable, the amount of Top-up Tax that would need to be recognised in Spain has been analysed. As a result of this analysis, it was determined at the end of 2024 that, with the exception of Puerto Rico, all jurisdictions in which the Group operates are covered by the safe harbours applicable in the first two years of application of the top-up tax or in the case of calculating a simplified effective tax rate (ETR). The analysis as at 31 December 2025 shows that this situation has not changed. In 2025, it was not necessary to recognise any top-up tax in the case of Puerto Rico, as the effective rate of 15% was slightly exceeded (Euros 0.5 million in 2024). As the top-up tax in Ireland is treated as a covered tax for the purposes of the Spanish top-up tax, no additional impact needs to be reflected in these consolidated annual accounts. Naturgy is also implementing the most appropriate technologies to comply with the new tax obligations imposed by Pillar 2 and, specifically, by Spanish Law 7/2024, of 20 December. 2.3. Comparability The information contained in these notes to the consolidated annual accounts for the year 2025 includes the information relating to the year 2024 for comparative purposes. In 2025, no events occurred that influence the comparability of the information. 2.4. Accounting policies The main accounting policies used in the preparation of these consolidated annual accounts have been as follows: 2.4.1. Consolidation a. Subsidiaries Subsidiaries are consolidated as from the date on which control is transferred to Naturgy and are de-consolidated as from the date on which control ceases. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 12
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Subsidiaries are companies controlled by Naturgy. Naturgy controls an entity when, as a result of its involvement, it is exposed or entitled to variable returns and has the capacity to influence those returns through the power exercised in the entity. The profit or loss of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or until the effective date of disposal. In the consolidation process, transactions and balances between Naturgy's subsidiaries and unrealised gains relating to non-Group third parties are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Non-controlling interests in the equity and profit or loss of subsidiaries is disclosed under “Non-controlling interests” in the consolidated statement of financial position and “Profit attributable to non-controlling interests” in the consolidated income statement. The acquisition of subsidiaries is accounted for using the acquisition method. The cost of acquisition is the fair value of the assets delivered of the equity instruments issued and the liabilities incurred and borne on the date of the exchange, the fair value of any additional consideration that depends on future events (provided that they are likely to occur and can be reliably measured). In business combinations with acquisition dates subsequent to 1 January 2020, Naturgy applies the definition of "Business" when assessing whether it acquired a business or a group of assets. A business is defined as an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services to customers, generating investment income (such as dividends or interest) or generating other income from ordinary activities. Naturgy also has the option of applying a "concentration test" that, if met, eliminates the need for further assessment, by determining whether or not an acquired set of activities or assets constitutes a business. The test is met if substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset (or a group of similar identifiable assets), in which case the assets acquired would not represent a business. The intangible assets acquired through a business combination must be recognised separately from goodwill if they met the criteria for asset recognition, whether they are separable or they arise from legal or contractual rights and when their fair value can be reliably measured. The identifiable assets acquired and the liabilities or contingent liabilities incurred or borne as a result of the transactions are initially stated at their fair value at the date of acquisition. For each business combination, Naturgy may opt to recognise any non-controlling interest in the acquiree at fair value or as the non-controlling interest's proportional part of the recognised values of the acquiree's net identifiable assets. Acquisition costs are expensed in the year when they are incurred. The surplus cost of the acquisition in relation to the fair value of Naturgy’s shareholding in the net identifiable assets acquired is recorded as goodwill. If, after assessing the amount of the consideration given and the valuation of the net assets acquired, the acquisition cost is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the consolidated income statement. The measurement period for business combinations begins on the acquisition date and ends when Naturgy concludes that it cannot obtain further information on the events and circumstances that existed at the acquisition date. This period may not in any case exceed one year as from the acquisition date. During the measurement period, the business combination is deemed to be provisional and adjustments to the provisional amount will be recognised, if applicable, as if the business combination had been fully recognised on the acquisition date. In a business combination achieved in stages, Naturgy values its prior interest in the target's equity at the fair value on the control date, recognising resulting gains or losses in the consolidated income statement. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 13
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In relation to the acquisitions of shareholders over which control is already held or sale of shareholdings without loss of control, the difference between the price paid or received and their net carrying value, or as the case may be, the result of their sale, is recorded as equity transactions and does not generate either goodwill or profits. When an investment is deconsolidated due to a loss of control, any interest retained in the entity is re-measured at fair value and the change in the carrying amount is recognised in the consolidated income statement. This fair value then becomes the initial carrying amount for the purposes of the subsequent recognition of the retained interest as an associate, jointly controlled entity or financial asset. In addition, any amount previously recognised in other comprehensive income in relation to the entity concerned is recorded as if the Group had disposed of the related assets or liabilities directly. The sale options given to minority shareholders of subsidiary companies in relation to shareholdings in these companies are stated at the current value of the reimbursement, i.e., their exercise price and are carried under “Other liabilities”. The subsidiaries’ accounting policies have been adapted to Naturgy's accounting policies for transactions and other events which, due to their similarities, have occurred in similar circumstances. The subsidiaries’ annual accounts used in the consolidation process refer to the same reporting date and period as those of Naturgy. b. Joint Arrangements In a joint arrangement the parties are bound by a contractual agreement that grants two or more of those parties joint control over the arrangement. Joint control exists when the decisions about material activities require the unanimous consent of all the parties sharing control. A joint arrangement is classed as a joint operation if the parties hold rights to its assets and have obligations in respect of its liabilities, or as a joint venture if the partners hold rights only to the investees' net assets. 1. Joint operations Interests in joint operations are accounted for using the proportionate method such that the assets and liabilities assigned to joint operations are disclosed in the consolidated statement of financial position classified by their specific nature and Naturgy's percentage interest. Revenues and expenses from joint operations are reflected in the consolidated income statement in accordance with their nature and in proportion to Naturgy's percentage interest. 2. Jointly-controlled entities Interests in joint ventures are accounted for using the equity method. Under the equity method, interests in joint ventures are recognised initially at cost and are adjusted thereafter to reflect Naturgy's interest in post-acquisition gains and losses and movements in other comprehensive income. At each reporting date, Naturgy determines whether there is objective evidence of the impairment of its investment in a joint venture. If impairment is identified, Naturgy calculates the amount of the impairment loss as the difference between the joint venture's recoverable amount and carrying amount, recognising it in the item “Profit/(loss) from equity-consolidated companies” in the consolidated income statement. c. Associates Associates are all entities over which Naturgy has significant influence, the capacity to participate in financial and operating decisions, but not control or joint control. This generally occurs when an interest of between 20% and 50% of voting rights is held. Investments in associates are accounted for using the equity method described above. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 14
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d. Consolidation scope Appendix I includes the investee companies directly and indirectly owned by Naturgy that have been included in the consolidation scope. Appendix II lists the main consolidation scope changes in 2025 and 2024, the most significant being as follows. 2025 On 10 January 2026, through subsidiary Naturgy Vento, S.A., Naturgy acquired 9% of SET Veciana, S.L. On 6 March 2025 and 23 July 2025, Global Power Generation, S.A. carried out capital increases by offsetting receivables from Global Power Generation Australia Pty, Ltd., which increased its stake in the capital of that company (and its subsidiaries) by 0.9%. On 3 October 2025, Naturgy acquired, through subsidiary Naturgy Nuevas Energías, S.L.U., 75% of Pelecanus, S.L. On 16 October 2025, Naturgy acquired, through subsidiary Naturgy Nuevas Energías, S.L.U., 75% of the companies Alnux Solar, S.L., Linurgus, S.L. and Atrotus, S.L. On 4 November 2025, Naturgy acquired, through subsidiary Naturgy Nuevas Energías, S.L.U., 75% of Carpodacus, S.L. On 27 November 2025, Naturgy acquired, through subsidiary Naturgy Nuevas Energías, S.L.U., 75% of the companies Artinita, S.L. and Hidenita, S.L. On 11 December 2025, Naturgy sold, through subsidiary Naturgy Vento, S.A., 7% of SET Veciana, S.L. On 26 December, Sociedade Galega do Medio Ambiente, S.A. increased capital; Naturgy did not subscribe, with the result that its stake in the share capital of this company was reduced by 3.8%. On 31 December 2025, Naturgy sold, through its subsidiary Naturgy Aprovisionamientos, S.A., a 7.4% stake in Qalhat LNGS A.O.C. For acquisitions of companies in 2025, Naturgy analysed each acquisition to determine, where applicable, whether a business or a group of assets was being acquired, and concluded that no business combinations took place in 2025. 2024 On 23 January 2024, Naturgy, through subsidiary Naturgy Renovables, S.L.U., acquired 14.8% of Evacuación Villanueva del Rey, S.L. On 26 January 2024, Naturgy, through subsidiary Global Power Generation, S.A., acquired 15% of Sobral I Solar Energía SPE, Ltda. and 15% of Sertao I Solar Energía SPE, Ltda., as a result of which it now owns 100% of both companies. On 19 April 2024, Naturgy, through subsidiary Fraser Coast Development Finco PTY, Ltd., acquired 100% of Fraser Coast Solar Development PTY, Ltd. On 7 August 2024, Naturgy sold its 99.9% stake in Agua Fría Solar, LLC. through its subsidiary Naturgy Candela Devco, LLC, with a pre-tax gain of Euros 4 million. On 11 November 2024, through its subsidiary Naturgy Nuevas Energías, S.L.U., Naturgy acquired 100% of the companies Bio Madridejos, S.L.U., Biobarrax Albacete, S.L.U., Bio Tarancón, S.L.U., Bio Caspe, S.L.U., GNR Andalucía, S.L.U., Biogas Mediana, S.L.U., Bio Carmona, S.L.U., Bio Criptana, S.L.U., Bio Membrilla, S.L.U., Bio Corral de Almaguer, S.L.U., Biogas Lucainena, S.L.U., Bio Loja, S.L.U., Bio Vilches, S.L.U. and Bio Tobarra, S.L.U. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 15
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On 20 November 2024, Empresa Chilena de Gas Natural, S.A. acquired from Metrogas, S.A. the remaining 50% of Centrogas, S.A., thus acquiring 100% of Centrogas, S.A., and the latter was merged into Empresa Chilena de Gas Natural, S.A. and dissolved. On the same date, Metrogas, S.A. acquired from an unrelated third party the remaining 0.10% interest in Financiamiento Doméstico, S.A., thus acquiring 100% of Financiamiento Doméstico, S.A., which was merged into Metrogas, S.A. and dissolved. For acquisitions of companies in 2024, Naturgy carried out an analysis of each acquisition to determine, where applicable, whether a business or a group of assets was being acquired, and concluded that no business combinations took place in 2024. 2.4.2. Transactions in foreign currency Items included in the annual accounts of each of Naturgy’s entities are measured using the currency of the primary economic environment in which the entity operates (functional currency). The consolidated annual accounts are presented in euro, which is the parent company's presentation currency. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the transaction dates. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement. The results and financial position of all Naturgy entities that have a functional currency different from the presentational currency are translated into the presentational currency as follows: ▪ Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position. • Income and expenses for each income statement are translated at monthly average exchange rates, unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions. • All the currency translation differences are recognised in the Consolidated Statement of Comprehensive Income, and the cumulate amount under the heading Cumulative translation adjustments in equity. Before being converted to euro the annual accounts of Group companies with the functional currency of a hyperinflationary economy are adjusted for inflation following the procedure described below. Once restated, all items in the annual accounts are converted to euro applying the year-end exchange rate. The figures for previous periods, which are given for comparative purposes, are not altered. To determine the existence of hyperinflation, the Group assesses the qualitative characteristics of the economic environment, as well fluctuations in inflation rates in the last three years. The annual accounts of companies whose functional currency is that of an economy considered to be highly inflationary, such as Argentina, are adjusted to reflect changes in the purchasing power of the local currency, such that all items on the statement of financial position that are not expressed in current terms (non-monetary items), are restated taking as reference the CPI published by INDEC (Instituto Nacional de Estadísticas y Censos) at year-end, and all revenues and expenses, gains and losses, are restated on a monthly basis applying appropriate corrective factors. The difference between the initial amounts and the adjusted figures is taken to profit and loss. The adjustments to goodwill and to the fair value arising from the acquisition of a foreign company are treated as assets and liabilities of that company and are translated at the closing exchange rate. With effect from 1 July 2018, applying the criteria established by IAS 29 "Reporting in Hyperinflationary Economies", the Argentinian economy has been treated as hyperinflationary with effects backdated to 1 January 2018. The inflation rates used were the domestic wholesale price index (IPIM) until 31 December 2016 and the consumer price index (CPI) as from 1 January 2017. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 16
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With effects back-dated to 1 January 2018, an increase in equity was recognised as a result of applying the rise in inflation to the historic cost of non-monetary assets from the date of their acquisition or inclusion in the consolidated statement of financial position and recording the relevant deferred tax liability. This effect was reflected in currency translation differences at the beginning of 2018. After 1 January 2018: • An adjustment to revenue and expense items was made to apply the variation in inflation from the date they were recognised in the income statement, and to reflect the losses derived from the net monetary position. • The translation into euro of the figures thus adjusted in the consolidated annual accounts is performed applying the year end peso/euro exchange rate. The exchange rates against the euro (EUR) of the main currencies of Naturgy companies as at 31 December 2025 and 2024 were as follows: 31.12.2025 31.12.2024 Closing Rate Average accumulated Rate (1) Closing Rate Average accumulated Rate (1) US Dollar (USD) 1.18 1.13 1.04 1.08 Argentinian Peso (ARS) 1,703.62 1,703.62 1,067.48 1,067.48 Brazilian Real (BRL) 6.44 6.31 6.43 5.83 Chilean Peso (CLP) 1,055.97 1,074.69 1,031.99 1,021.37 Mexican Peso (MXN) 21.12 21.67 21.55 19.82 Australian Dollar (AUD) 1.76 1.75 1.68 1.64 (1) In Argentina, the closing exchange rate was used because Argentina is classified as a hyperinflationary economy. 2.4.3. Intangible assets a. Goodwill Goodwill represents the amount by which the acquisition cost exceeds the acquisition date fair value of the share in the net identifiable assets of the acquired subsidiary, joint arrangement or associate. Goodwill on acquisitions of subsidiaries or joint arrangements is included in Intangible assets while goodwill related to acquisitions of associates is recorded under Investments using the equity method. Goodwill is not amortised and it is tested for impairment annually. It is recognised in the consolidated statement of financial position at cost less cumulative impairment losses. Impairment of goodwill cannot be reversed. b. Concessions under IFRIC 12 and other similar concessions This heading includes the cost of acquisition of concessions if they are acquired directly from a public entity or similar, the fair value attributed to the concession in the event of being acquired as part of a business combination or the cost of construction and improvements of infrastructures assigned to concessions, in accordance with IFRIC 12 “Service concession agreements”. Assets affected by IFRIC 12, which are those in which the licensor controls the services that Naturgy (operator) must provide, and any material residual interest in the infrastructure at the end of the concession term are recognised as financial assets if the operator holds an unconditional right to receive cash from the licensor and as intangible assets if the operator does not hold such a right but is entitled to charge users for the service. Revenues and expenses on construction services or infrastructure improvements are recognised at their gross amount. Given that concession agreements do not specify the remuneration pertaining to these items, the value of the is estimated based on the expenses incurred. The assets included under this heading are depreciated on a straight-line basis over the term of each concession. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 17
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The electricity distribution concessions in Spain and the gas distribution concessions in Chile, all acquired basically as part of a business combination, are not subject to any legal or other limit. Accordingly, as these are intangible assets with an indefinite life, they are not amortised, although they are tested for impairment annually, as described in Note 2.4.6. c. Computer software Costs associated directly with the production of computer software programs that are likely to generate economic benefits greater than the costs related to their production are recognised as intangible assets. Direct costs include the personnel costs of the employees involved in developing the programs. Computer software development costs recognised as assets are amortised on a straight–line basis over a period of five years as from the time the assets are ready to be brought into use. d. Research costs Research activities are expensed in the consolidated income statement as incurred. e. Customer acquisition costs The incremental costs incurred directly to obtain customer contracts that reflect the commissions paid to obtain energy supply contracts with such customers and which are expected to be recovered over the expected duration of the contract are recorded as intangible assets. Customer acquisition costs recognised as assets are amortised systematically in the consolidated income statement over the average expected useful life of the contracts with customers, which ranges from two to eight years. f. Other intangible assets Other intangible assets mainly include the following: • The costs of licences for renewable generation facilities, mainly acquired as part of a business combination, which are amortised over their remaining useful lives. • Gas supply contracts and other contractual rights purchased as part of a business combination, which are valuated at fair value and amortised over the contract term that does not differ significantly from the expected consumption pattern. There are no intangible assets with an undefined useful life apart from goodwill and the aforementioned concessions for electricity distribution and concessions for gas distribution. 2.4.4. Property, plant and equipment Property, plant and equipment are carried at cost less accumulated depreciation and any impairment adjustments. a. Cost All property, plant and equipment are presented at acquisition or production cost, or the value attributed to the asset in the event that it was acquired as part of a business combination. The cost of financing technical installations until the asset is ready to be brought into use forms part of property, plant and equipment. Renewal, extension or improvement costs are capitalised as an increase in an asset's value only if they entail an increase in capacity, productivity or useful life. Major maintenance expenditures are capitalised and amortised over the estimated useful life of the asset (generally 2 to 6 years) while minor maintenance is expensed as incurred. Own work capitalised under Property, plant and equipment relates to the direct cost of production. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 18
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Expenses arising from business actions designed to protect and improve the environment are expensed in the year they are incurred. When such costs entail additions to property, plant and equipment the purpose of which is to minimise the environmental impact and to protect and improve the environment, they are accounted for as an increase in the value of property, plant and equipment. Property, plant and equipment also include the investments necessary to contribute to decarbonisation, promote the circular economy and advance energy independence, particularly in renewable gases and above all in biomethane. The future costs that Naturgy must meet in relation to the decommissioning and dismantling of certain facilities are included in the value of the assets at the restated value, including the respective provision (Note 2.4.19). Revenues from the sale and the costs of items arising during the period over which the property, plant and equipment are brought into operation are recognised in consolidated profit or loss. Gains and losses on disposals are determined by comparing the sale price with the carrying amount, and are recognised in the consolidated income statement. b. Depreciation Assets are depreciated using the straight-line method over their estimated useful lives, or over the duration of the concession agreement, if shorter. Estimated useful lives are as follows: Estimated useful life (years) Buildings 33-50 Technical installations (gas transportation and distribution network) 20-40 Technical installations (hydroelectric plants) 14-65 Technical installations (combined cycle gas turbine: CCGT) 35-40 Technical installations (nuclear energy plants) 44-47 Technical installations (wind farms) 25-30 Technical installations (photovoltaic farms) 25-30 Electricity transmission network 30-40 Electricity distribution network 18-40 Computer hardware 4 Vehicles 6 Other 3-20 The hydroelectric plants are covered by temporary administrative concessions. Upon termination of the terms established for the administrative concessions, the plants revert to the Government in proper condition, which is achieved by stringent maintenance programs. The calculation of the depreciation charge for the hydro-electric plants differentiates between the different types of assets of which they are composed, distinguishing between investments in civil works (which are depreciated on the basis of the concession period), electro-mechanical equipment (40 years) and the other fixed assets (14 years), taking into account, in any event, the use of the plant and the maximum term of the concessions (expiring between 2026 and 2063). Naturgy depreciates its nuclear power plants over a useful life of between 44 and 47 years, which corresponds to the life determined in the protocol signed in 2019 with Enresa and the other owners of such facilities. Operating licences for these plants usually have 10-year terms and renewal may not be requested until shortly before the expiration of each licence. Nonetheless, in view of the optimal performance of these facilities and related maintenance programmes, the permits are expected to be renewed at least until the useful life is completed. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 19
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An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount, i.e., when the asset is no longer useful such as due to a rerouting of the distribution pipeline (Note 2.4.6.). 2.4.5. Right-of-use assets Naturgy recognises a right-of-use asset on the lease inception date (Note 2.4.20.). The cost of the right-of-use asset includes the initial amount of the lease liability, any initial direct costs, lease payments made before or on the inception date, and an estimate of any decommissioning costs to be incurred relating to the asset. Subsequently, the right-of-use asset is recognised at cost less accumulated depreciation and any associated impairment adjustment (Note 2.4.6.), and is adjusted to reflect any subsequent re-estimation of the liability or change in the lease. Naturgy applies the exemption for short-term leases (defined as leases with a term of 12 months or less) and leases of low value assets. For such leases, Naturgy recognises the lease payments as an operating expense on a straight- line basis over the term of the lease unless there is another systematic basis which better represents the timeframe in which the economic benefits of the leased asset are consumed. Right-of-use assets are amortised on a straight-line basis over the lease term or the underlying asset's useful life, whichever is shorter. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that Naturgy expects to exercise a purchase option, the right-of-use asset is amortised over the life of the underlying asset. Depreciation commences on the inception date of the lease. 2.4.6. Non-financial asset impairment losses Non-financial assets are tested for impairment provided that an event or change in circumstances indicates that their carrying amount might not be recoverable. Additionally, irrespective of the existence of any evidence of impairment, goodwill and intangible assets not in use or with indefinite useful lives are tested at least annually for impairment. When the recoverable amount is lower than the asset's carrying amount, an impairment loss is recognised in the consolidated income statement for the difference. The recoverable amount is calculated at the higher of an asset’s fair value less costs of sale and value in use calculated by applying the discounted cash flow method. In general, Naturgy considers value in use as the recoverable amount, except for certain CGUs (LPG and Renewable Generation Spain) where fair value less selling costs is considered to be a better estimate of the recoverable amount. For the purposes of assessing impairment losses, assets are grouped together at the lowest level for which there are separately identifiable cash flows. Assets, including assets with an undefined useful life, and goodwill are assigned to these cash-generating units (CGUs). For those CGUs that required an impairment analysis, value in use is determined by the present value of cash flows generated by the CGE in its current condition, based on the best forward-looking information available for the coming years, extended as far as a ten-year period or by the remaining useful life for certain assets and concessions, on the basis of regulations and expected market evolution, drawing on available industry forecasts and past experience of price trends and production volumes. The extension by the additional years to reach a period of ten years for the cash flow projections or by the remaining useful life of the assets and concessions is explained by the fact that in many cases long-term energy sale agreements have been concluded, long-term estimated price curves are available that are used in the Group's ordinary operations (for contracts, hedging, etc.), the electricity and gas supply business is influenced by long-term government policies and is based on stable customer relations, there are lengthy regulatory periods and, in the case of electricity and gas transport and distribution concessions, because the mechanism for calculating the new tariff that the relevant regulator will use at the beginning of the new regulatory period is foreseen. Naturgy believes that its projections are reliable and that it can reliably predict additional cash flows beyond the initial projections. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 20
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The cash flows after the ten-year projection period are extrapolated using the growth rates estimated for each CGU, which in no case exceed the average long-term growth rate for the business and country in which they operate. In all cases, they are lower than the growth rates projected for the next ten years. In order to estimate future cash flows for the calculation of residual values, all maintenance investments are taken into account as well as any renovation investments needed to maintain CGU production capacity. In the case of cash flow projections for the impairment tests that present terminal values, the latter are calculated on the basis of a long-term growth rate aligned with the demand trend quantified by Naturgy using its energy models, in line with current expectations with regard to the transition to a low-carbon economy and considering the physical and transition risks associated with climate change. The parameters taken into account to determine the growth rates, which represent the long-term growth of each line of business, are in line with the long-term growth of the country, obtained from inflation estimates provided by several sources: analysts' consensus (Bloomberg), International Monetary Fund (IMF), Organisation for Economic Co- operation and Development (OECD), central banks and other government agencies, European Commission for the period 2025-2026, and Economist Intelligence Unit (EIU) for 2027 and thereafter. The parameters taken into account for the composition of the discount rates before taxes are as follows: • Risk-free rate: Based on the sovereign bond yield, bearing in mind country risk, currency and market of reference for the CGU, as well as surveys and other sources of information (Damodaran, EIU, etc.). • Market risk premium: Premium based on surveys and other sources of information (Kroll, Damodaran, Pablo Fernández, etc.). • Unlevered beta: based on estimated betas for each CGU using comparables (Bloomberg). • Cost of interest-bearing debt: comprises the functional currency interest rate swap, with a term of 10 to 30 years, plus a spread for credit risk. • Debt-equity ratio: based on industry comparables. A CGU may contain a right-of-use asset and a lease liability. In the impairment test, the liability is recognised when determining the recoverable amount of the CGU if it is determined that, in the event the CGU were disposed of, the buyer would have to assume the lease liability. In this case, the treatment is as follows: • If the recoverable amount is determined using the value in use, the value of the lease liability is considered in both the value of the tested assets and their value in use, without considering the cash outflows linked to the lease contracts in the test flows but directly reducing the value in use by the carrying amount of the lease liability. • If the recoverable amount is determined using fair value less selling costs, the value of the lease liability is taken to be the value of the tested assets, and the recoverable amount is determined as the amount that would be realised on the disposal of the CGU's assets and the liabilities associated with the rights of use. The liability is discounted using the implicit interest rate of the lease contract. The impairment loss of an asset, individually considered, is recognised in the consolidated income statement, reducing the carrying value of the asset to its recoverable amount. The asset's depreciation charges are adjusted in future periods in order to apportion the revised carrying amount of the asset, less any residual value, systematically over its remaining useful life. An impairment loss is recognised for a CGU if its recoverable amount is less than the carrying amount. This loss is allocated firstly, to the goodwill, and then to the other CGU assets in proportion to their respective carrying values. These reductions are treated as impairment losses on individual assets. The carrying amount of an asset is not reduced below the higher of its recoverable amount and zero, and this undistributed loss is allocated on a pro-rata basis among the other assets of the CGU. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 21
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Impairment adjustments to an asset, other than goodwill, that were recognised in previous periods may be reversed if and only if there was a change in the estimates used to determine the recoverable amount since the most recent impairment loss was recognised. The carrying amount of an asset other than goodwill that was increased due to reversal of impairment losses may not exceed the carrying amount that would have obtained (net of depreciation and amortisation) if no impairment had been recognised for that asset in previous years. 2.4.7. Financial assets and liabilities a. Financial assets Naturgy classifies its financial assets based on their valuation category, which is determined on the basis of the business model and the characteristics of the contractual cash flows, and reclassifies financial assets if and only if it changes its business model for managing such assets. Purchases and sales of investments are recognised on the trade date, which is the date on which Naturgy commits to purchasing or selling the asset. On initial recognition, they are classified in the following categories: 1. Financial assets at amortised cost These are non-derivative financial instruments held to collect contractual cash flows when those cash flows consist only of principal and interest payments. They include current assets, except for those maturing after twelve months as from the consolidated statement of financial position date, which are classified as non- current assets. They are recognised initially at fair value and subsequently at amortised cost using the effective interest rate method. Interest income from these financial assets is included in financial income. Any gain or loss that arises when they are derecognised is recognized directly in consolidated results and any impairment losses are recorded as a separate item in the consolidated income statement for the year. 2. Financial assets at fair value through profit or loss These are assets acquired for short-term sale. Derivatives form part of this category unless they are designated as hedges. These financial assets are stated, both initially and in later valuations, at their fair value, and the changes in their value are taken to consolidated profit or loss. Equity instruments classified in this category are recognised at fair value and any gain or loss arising from changes in fair value, or the proceeds of their sale, are included in the consolidated income statement. The fair values of listed investments are based on their listed prices (Level 1). In the case of shareholdings in unlisted companies, fair value is determined using valuation techniques that include the use of recent transactions between willing knowledgeable parties, references to substantially similar instruments, and the analysis of discounted future cash flows (Levels 2 and 3). If recent available information is insufficient to determine fair value, or if there are a range of possible fair value measurements and the cost value is the best estimate within that range, the investments are recorded at their acquisition cost reduced by any impairment losses. 3. Equity instruments at fair value through other comprehensive income These are equity instruments with respect to which Naturgy has made an irrevocable decision at the time of initial recognition to record them in this category. They are recognised at fair value and any increases or reductions arising from fair value fluctuations are recorded under other comprehensive income, except for dividends derived from these investments which are recognised under income for the year. Therefore no impairment losses are recognised in the income statement, and at the time of their sale, no gains or losses are reclassified to the consolidated income statement. Fair value measurements recognised in these consolidated annual accounts are classified using a fair value hierarchy that reflects the relevance of the variables employed to perform the measurement. This hierarchy has three levels: Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 22
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• Level 1: Valuations based on the listed price of identical instruments in an active market. Fair value is based on listed market prices at each year-end. • Level 2: Valuations based on variables that are observable for the asset or liability. The fair value of financial assets in this category is determined using measurement techniques. These measurement techniques maximise the use of available observable market data inputs and rely as little as possible on entity-specific estimates made by Naturgy. If all significant inputs required to calculate the fair value are observable, the instrument is classified as Level 2. If one or more of the significant inputs are not based on observable market data, the instrument is classified as Level 3. • Level 3: Valuations where any significant variable is not based on observable market data. Financial assets are derecognised when the contractual rights to the asset's cash flows have expired or they have been transferred; in the latter case, the risks and rewards of ownership must have been substantially transferred. In asset assignments where the risks and rewards of ownership are retained, the financial assets are not derecognised and a liability is recognised in the same amount as the consideration received. Receivables assignment agreements are treated as factoring without recourse provided that the risks and rewards inherent in ownership of the assigned financial assets are transferred. The impairment of financial assets is based on an expected loss model. Naturgy accounts for the expected loss and the changes therein at each reporting date to reflect the changes in credit risk from the date of initial recognition, without waiting for an impairment event to occur. Naturgy applies the general expected loss model for financial assets with the exception of Trade and other receivable without a significant financial component, for which the simplified expected loss model is used. The general model requires the recognition of the expected loss resulting from a default event in the coming 12 months or over the duration of the contract, depending on the evolution of credit risk on the financial asset since initial recognition in the statement of financial position. In the simplified model, credit losses expected over the duration of the contract are recognised from the outset, taking into account available information on past events (such as customer payment behaviour), current conditions and forward-looking factors (macroeconomic factors such as GDP, inflation, interest rates, etc.) that might impact the credit risk of Naturgy's debtors. b. Financial liabilities On initial recognition, they are classified in the following categories: 1. Financial liabilities at amortised cost Borrowings are initially recognised at fair value, net of any transaction costs incurred. Any difference between the amount received and the repayment value is recognised in consolidated profit or loss during the period of repayment using the effective interest rate method. In the event of contractual modifications of a liability at amortised cost that do not result in derecognition, the modified contractual flows of the refinanced debt are discounted at the original effective interest rate, and the resulting difference with respect to the original carrying amount is recognised in consolidated profit or loss on the date of the modification. In a contractual modification of a liability, the terms are considered to be materially different if the present value of the discounted cash flows under the new terms, including any fees paid net of any fees received from the lender, and using the original effective interest rate as the discount rate, differs by at least 10% from the discounted present value of the cash flows remaining on the original financial liability. In this case, the original financial liability is derecognised and the new financial liability is recognised. The difference between the carrying amount of a derecognised financial liability and the consideration paid is recognised in profit or loss. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 23
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Borrowings are classified as current liabilities unless they mature in more than twelve months as from the consolidated statement of financial position date or include tacit renewal clauses at Naturgy's option. In addition, trade and other current payables are financial liabilities that fall due in less than twelve months; they are initially recognised at fair value, do not accrue explicit interest, and are carried at their nominal value. 2. Financial liabilities at fair value through profit or loss These are liabilities acquired for short-term sale. Derivatives form part of this category unless they are designated as hedges. These financial liabilities are stated both at inception and afterwards at their fair value, and the changes in this value are taken to consolidated profit or loss. 2.4.8. Derivatives and other financial instruments Derivatives are initially recognised at fair value on the date the relevant contract is entered into and are subsequently carried at fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedge, and in that event, the nature of the asset being hedged. Naturgy aligns its accounting with its management of financial risk. Risk management objectives and the hedging strategy are reviewed periodically and a description is given of the risk management objective pursued. In order for each hedging operation to be considered effective, Naturgy documents that the economic relationship between the hedging instrument and the hedged asset is aligned with its risk management objectives. When defining the hedging operation, the hedging ratio, understood as the amount of the hedged item divided by the amount of the hedging item, is calculated and any potential causes of ineffectiveness are determined, which are normally linked to changes in the expected dates of the purchase and sale transactions, a reduction in the volumes hedged and decoupling with respect to the indices hedged in the purchase and sale transactions. The market value of financial instruments is calculated using the following procedures: • Derivatives listed on an official market are calculated on the basis of their year-end quotation (Level 1). • Derivatives that are not traded on official markets are calculated on the basis of discounting cash flows based on year-end market conditions or, in the case of non-financial items, on the best estimate of the forward price curves of such items (Level 2 and 3). The fair values are adjusted for the expected impact of observable counterparty credit risk in positive valuation scenarios and the impact of observable credit risk in negative valuation scenarios. Derivatives embedded in other financial instruments or in other host contracts are recognised separately as derivatives only when their financial characteristics and inherent risks are not strictly related to the instruments in which they are embedded and the whole item is not being carried at fair value through consolidated profit or loss. For accounting purposes, the transactions are classified as follows: a. Derivatives eligible for hedge accounting 1. Fair value hedges Fair value changes in designated derivatives that qualify as fair value hedges are recognised in consolidated profit or loss together with any fair value changes in the hedged item. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 24
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2. Cash flow hedges The portion identified as an effective hedge of fair value changes in derivatives that are designated and qualify as cash flow hedges is recognised in equity under other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in consolidated profit or loss under the relevant heading based on the nature of the hedged item. An ineffective portion is considered to exist when the change in value of the hedging instrument, in absolute terms, is greater than the change in value of the hedged item. When derivatives are arranged, the hedging ratio, understood as the amount of the hedged item divided by the amount of the hedging item, is calculated and any potential causes of ineffectiveness are determined, which are normally linked to changes in the expected dates of the purchase and sale transactions, a reduction in the volumes hedged and decoupling with respect to the indices hedged in the purchase and sale transactions. When options contracts are used to hedge forecast transactions, the Group only designates the intrinsic value of the options contract as the hedging instrument. Amounts accumulated in equity are transferred to the consolidated income statement in the period in which the hedged item affects the gain or loss, as follows: • The gain or loss relating to the effective portion of interest rate swaps is recognised in the financial expense at the same time as the interest expense in the hedged loans. • When a hedging instrument covers a forecast transaction, the accumulated amounts remain in equity until the forecast transaction takes place. When the forecast transaction does not occur, the amount accumulated in equity is immediately reclassified to income for the period. If the hedged item subsequently results in the recognition of an asset, the amount accumulated in equity will be recognised in the initial cost of the asset. If this amount is a loss and it is not expected to be recovered, it will be reclassified immediately to consolidated profit or loss as a reclassification adjustment. 3. Hedges of net foreign investments The accounting treatment is similar to cash flow hedges. The variations in value of the effective part of the hedging instrument are carried on the consolidated statement of financial position under “Translation differences”. The gain or loss from the non-effective part is recognised immediately under “Exchange differences” in the consolidated income statement. The accumulated amount of the valuation recorded under “Translation differences” is released to the consolidated income statement as the foreign investment that gave rise to it is sold. b. Derivatives that do not qualify for hedge accounting Certain derivative instruments do not qualify for hedge accounting. Fair values changes to derivatives that do not qualify for hedge accounting are recognised immediately in consolidated profit or loss. In addition, commodity derivatives not considered as hedges for accounting purposes are recorded in operating profit as they essentially constitute a hedge because of the match between the critical terms of the derivative and the hedged item. c. Energy purchase and sale agreements In the normal course of business, Naturgy enters into energy purchase and sale agreements which, in most cases, include “take or pay” clauses by virtue of which the buyer undertakes to pay the value of the energy contracted irrespective of whether the buyer receives it or not, except in cases of force majeure. These agreements are executed and maintained in order to meet the needs of receipt or physical delivery of energy projected by Naturgy in accordance with periodic energy purchase and sale estimates, which are monitored systematically and adjusted in all cases through physical delivery. Consequently, these are contracts for “own use” and therefore fall outside the scope of IFRS 9. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 25
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2.4.9. Non-current assets held for sale and discontinued operations Naturgy classifies as assets held for sale all assets and related liabilities for which active measures have been initiated for their sale, which are available in their current conditions for sale, and which are very likely to be sold within the following twelve months. These assets are stated at the lower of their carrying value and fair value minus the costs necessary for their sale and are not subject to depreciation from the date on which they are classified as non-current assets held for sale. In the event of delays caused by events or circumstances beyond Naturgy's control and if there is sufficient evidence that the commitment to the plan to sell those classified as held for sale is maintained, the classification is maintained even though the period to complete the sale is extended beyond one year. Non-current assets held for sale are presented in the consolidated statement of financial position as follows: assets under a single account called “Non-current assets held for sale” and the liabilities also under a single account called “Liabilities linked to non-current assets held for sale”. Additionally, Naturgy considers as discontinued activities the components (cash generating units or groups of cash generating units) that make up a business line or geographic area of operations that are significant and can be considered separately from the rest, and have been sold or disposed of by other means or which meet the conditions to be classified as held-for-sale. Entities acquired solely for resale are also classed as discontinued operations. The profit or loss from discontinued activities is presented in a single line called “Profit for the year from discontinued operations net of taxes” in the consolidated income statement. 2.4.10. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using weighted average cost. Costs of inventories include the cost of raw materials and those that are directly attributable to the acquisition and/ or production, including the costs of transporting inventories to the current location. The obligation to maintain minimum security stocks of natural gas in underground storage facilities as a measure to guarantee security of supply and stability of the gas system means that Naturgy's supply companies maintain both strategic and operational gas stocks, which are valued at the lower of the cost incurred in their acquisition and injection and the net realisable value at the time of extraction. Nuclear fuel is measured on the basis of the costs actually incurred in its acquisition and preparation. The consumption of nuclear fuel is charged to the income statement on the basis of the energy capacity consumed. Emission allowances held to cover emissions made are stated at the lower of weighted average acquisition price and net realisable value. Emission allowances allocated free of charge are recognised initially at fair value and deferred revenue is recognised and transferred to profit or loss as the emission allowances allocated free of charge are consumed. Subsequently, inventories continue to be measured at the lower of allocation value or net realisable value. When the allowances are delivered to offset the emissions produced, they are derecognised against the provision recognised when the CO2 emissions took place (Note 2.4.19). Guarantee of origin certificates for renewable energy sources are measured at fair value at the time of certification, as a grant received. When the original certificates generated through the Group's own activity are not sufficient, certificates are acquired from third parties, in which case they are measured at acquisition cost. Guarantee of origin certificates are consumed and collected by redeeming the guarantees of origin assigned directly by the supply company to the customer's consumption, identified using its metering point identification number, or through a green-labelled supply company which has a CNMC certificate as to the renewable origin of all the energy it sells. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 26
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Energy performance certificates (EPCs) acquired by the supply companies through agreements with companies that implemented energy efficiency actions are measured at the acquisition price after their registration in the National Register of EPCs and they are derecognised when they are delivered in order to comply with the obligations to contribute to the National Energy Efficiency Fund. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. For raw materials, the Group assesses whether or not the net realisable value of finished goods is greater than their production cost. 2.4.1.1. Share capital Share capital is represented by ordinary shares. Incremental costs directly attributable to the issue of new shares or options, net of tax, are deducted from equity as a deduction from reserves. Dividends on ordinary shares are recognised as a deduction from equity in the year they are declared. Acquisitions of own shares are recognised at acquisition cost, and are deducted from equity until disposal. Expenses of the acquisition of own shares are recognised directly as a deduction from equity as a reduction in reserves. Treasury shares are derecognised at the time of sale, when the risks and rewards associated with them are transferred. Gains and losses on the disposal of own shares are recognised under "Reserves" in the consolidated statement of financial position. 2.4.12. Share-based payments Share-based payments settled in shares are measured on the basis of the grant-date fair value of the equity instruments granted. In addition, the effects of changes that increase the fair value of share-based payment arrangements will be recognised. As employees deliver services during the incentive vesting period, they are measured and recognised under "Personnel expenses" in the consolidated income statement with a balancing entry in “Reserves” in the consolidated statement of financial position. Trends in external market conditions do not trigger remeasurement of the amounts recognised in consolidated equity 2.4.13. Earnings per share Basic earnings per share are calculated as a quotient between consolidated profit for the year attributable to equity holders of the company and the average number of ordinary shares outstanding during that period, excluding the average number of shares of the parent Company held by the Group. Diluted earnings per share are calculated as a quotient between consolidated profit for the year attributable to the ordinary equity holders of the company adjusted by the effect attributable to the potential ordinary shares having a dilutive effect and the average number of ordinary shares in circulation during this period, adjusted by the average number of ordinary shares that would be issued if all the potential ordinary shares were converted into ordinary shares of the parent company. Accordingly, the conversion is considered to take place at the beginning of the period or at the time of issue of the potential ordinary shares, if these were placed in circulation during the period itself. 2.4.14. Borrowings and equity instruments Borrowings and equity instruments issued by Naturgy are classified based on the nature of the issue. Naturgy treats all contracts that represent a residual share in net assets as equity instruments. Equity instrument issuance costs are presented as a deduction from equity. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 27
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2.4.15. Preference shares and subordinated perpetual debentures Issues of preference shares and subordinated perpetual debentures are classified as equity instruments if and only if: • They do not include a contractual obligation on the issuer to repurchase them, under conditions involving certain amounts and at certain dates or determinable amounts and at determinable dates, or the right of the holder to demand their redemption. • The payment of interest is at the discretion of the issuer. • The parent company controls the remuneration policy that determines cash outflows. In the case of issues by a Group subsidiary that meet the above conditions, the amount received is classified in the consolidated statement of financial position under “Non-controlling interests”. 2.4.16. Deferred income This heading mainly includes: • Capital grants received, relating basically to agreements with regional governments for the gasification or electrification of municipalities and other investments in gas or electricity infrastructure, for which Naturgy has met all the conditions established and which are stated at the amount granted. The amounts allocated are recognised in profit or loss systematically over the useful life of the subsidised asset concerned, offsetting the depreciation expense. • Revenue received for the construction of facilities for connecting to the gas or electricity distribution network (connections), which is recognised for the cash amount received, as well as such facilities received under assignment, recognised at fair value. The allocated amounts are recognised in profit or loss on a systematic basis over the useful life of the facilities. • The amount received from the US government in the form of investment tax credit (ITC) for commissioning renewable installations. Amounts received are recognised in profit or loss over the useful life of the facility in line with depreciation. 2.4.17. Value of adjustments for deviations in market price, pursuant to Article 22 of Royal Decree 413/2014 On 22 October 2021, the CNMV issued a statement establishing the criteria for recognising the value of adjustments due to variances in market price in accordance with Article 22 of Royal Decree 413/2014 of 6 June regulating electricity production from renewable energy sources, cogeneration and waste (RD 413/2014). The value of the adjustments for variances in market price includes the differences arising in each financial year between revenues from energy sales at the price estimated by the regulator at the beginning of each regulatory half- period and the lower of the actual average market price and the weighted average value of the basket of electricity market prices for the year. In addition, estimated targeting rates for each year are used to determine the upper and lower limits for the year. Following the approach established by the CNMV in 2021, Naturgy generally recognises each market deviation arising under RD 413/2014, whether positive or negative, as an asset or liability in the consolidated statement of financial position. However, if, over the residual regulatory life of the facilities according to Naturgy's best estimate of the future evolution of energy market prices, it is highly probable that market returns would be obtained in excess of those established in RD 413/2014 and, consequently, abandoning this remuneration regime would not have significantly more adverse economic consequences than remaining in it, it is considered that in this situation only the asset is recognised. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 28
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In the event that the facility is in the last half-period of its regulatory life or Naturgy has announced the early abandonment of the remuneration scheme established in RD 413/2014, an asset or liability will be recorded in each financial year for the net accumulated amount of the positive and negative variances generated in that half-period. 2.4.18. Provisions for employee obligations a. Post-employment obligations and similar 1. Defined contribution plans Naturgy Energy Group, S.A., together with other group companies, is the promoter of a joint occupational pension plan, which is a defined contribution plan for retirement and a defined benefit plan for the so-called risk contingencies, which are insured. Additionally, there is a defined contribution plan for a group of executives, for which Naturgy undertakes to make certain contributions to an insurance policy, guaranteeing for this group a yield of 125% of the CPI on the contributions made to the insurance policy. All the risks have been transferred to the insurance company, since it even insures the guarantee referred to above. The contributions made are recognised under Personnel expenses in the consolidated income statement. Additionally, some employees voluntarily contribute part of their remuneration to an insurance policy, at no cost to Naturgy. 2. Defined benefit plans For certain groups there are defined benefit commitments relating to the payment of retirement pension and death and disability supplements, in accordance with the benefits agreed by the entity and which have been externalised in Spain through single premium insurance policies under Royal Decree 1588/1999 of 15 October, which adopted the Regulations on the arrangement of company pension commitments. The liability recognised for the defined benefit pensions plans is the present value of the liability at the consolidated statement of financial position date less the fair value of the plan-related assets. Defined-benefit liabilities are calculated annually by independent actuaries using the projected unit credit method. The present value of the liability is determined by discounting the estimated future cash flows at the yields on bonds denominated in the currency in which the benefits will be paid at maturities similar to those of the respective liabilities. Actuarial losses and gains arising from changes in actuarial assumptions or from differences between assumptions and reality are recognised directly in equity under "Other comprehensive income", for the entire amount, in the period in which they arise. Past-service costs due to amendment or reduction of a plan are recognised immediately in the consolidated income statement under “Personnel expenses”. b. Other post-employment benefit obligations Some of Naturgy’s companies provide post-employment benefits to their employers. Entitlement to these benefits is usually conditional on the employee remaining in service up to retirement age and completing a minimum service period. The expected costs of these benefits are accrued over the period of employment using an accounting methodology similar to that used for defined-benefit pension plans. Actuarial gains and losses arising from changes in actuarial assumptions are charged or credited, directly in equity, to Other comprehensive income. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 29
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c. Termination benefits Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. Naturgy recognises these benefits when it has demonstrably undertaken to terminate the employment of current employees in accordance with a detailed formal plan without any possibility of withdrawal, or to provide them with termination benefits. In the event that mutual agreement is required, the provision is only recorded in those situations in which Naturgy has decided to give its consent to voluntary redundancies once they have been requested by the employees. 2.4.19. Provisions Provisions are recognised when Naturgy has a legal or implicit present obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount may be reliably estimated. Provisions are not recognised for future operating losses. Provisions are measured at the best estimate of the present value of the amount required to settle the obligation at the consolidated statement of financial position date. When it is expected that part of the disbursement needed to settle the provision will be paid by a third party, the receipt is recognised as a separate asset, provided that its receipt is practically assured. Naturgy must incur costs for dismantling its production facilities, including the cost of the work required to prepare the land on which they are located. In the case of nuclear power plants, all of which are located in Spain, it covers the costs incurred by the plant operator from the end of its useful life until the state-owned enterprise Empresa Nacional de Residuos Radiactivos, S.A. (ENRESA) takes over the decommissioning and waste management. In the case of hydroelectric power plants, a provision for decommissioning is recognised only in cases where it is considered that maintaining the plant would be counter to the public interest or where it is not viable to continue operating it upon expiration of the administrative concession. For these purposes, the estimated present value of these costs is recognised as an increase in the value of the asset with a credit to "Provisions" at the beginning of the asset's life. This estimate is reviewed regularly to ensure that the provision reflects the present value of all estimated future costs. The value of the asset is adjusted only for variances from the initial estimate. For facilities that have reached the end of their useful lives and the decommissioning stage has commenced, the provision is recognised in the income statement for the period. Naturgy applies a risk-free rate to discount the provision as the future cash flows estimated to meet the obligation reflect the specific risks of the related liability. The risk-free rate used pertains to yields on government bonds of sufficient depth and creditworthiness at the end of the reporting period, in the same currency and with a similar maturity to the obligation. The variation in the provision arising from discounting is recorded against “Financial expenses” in the consolidated income statement. In contracts in which the obligations undertaken include unavoidable costs greater than the economic benefits expected to be received from them, the expenses and respective provisions are recognised for the amount of the present value of the existing difference. The unavoidable costs of the contract will reflect the lower net costs of terminating the contract, i.e. the lower of the cost of complying with the terms of the contract and the indemnity derived from non-compliance. Costs directly related to a contract comprise the incremental costs of contract performance and an allocation of other costs that are directly related to contract performance. In order to cover the obligation concerning the delivery of CO2 emission allowances for emissions made during the year, the CO2 allowances to be delivered are recognised under Current provisions at acquisition cost, in the case of allowances purchased and recognised under Inventories, or at fair value for allowances pending purchase if not all necessary emission allowances are held. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 30
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2.4.20. Leases At the commencement date of a contract, Naturgy assesses whether the contract is or contains a lease. A contract is, or contains, a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for a consideration. The lease term is the non-cancellable period considering the initial term of each contract unless Naturgy has a unilateral extension or termination option and there is reasonable certainty that this option will be exercised, in which case the corresponding extension term or early termination will be taken into account. Naturgy re-evaluates whether a contract is, or contains, a lease only if the terms and conditions of the contract change. In cases of total or partial termination of the lease, Naturgy writes down the carrying amount of the right-of-use asset to reflect this circumstance, and recognises the loss or gain arising from this termination in the consolidated income statement. Lessee In contracts where Naturgy is the lessee, it recognises an asset for the right of use and a financial liability for the lease (Notes 2.4.5. and 2.4.21.). Lessor Naturgy will classify each lease contract in which it is the lessor as either an operating lease or a finance lease. A lease will be classified as a finance lease when Naturgy transfers substantially all the risks and rewards incidental to the ownership of an underlying asset to the customer. A lease will be classified as an operating lease if substantially all the risks and rewards incidental to the ownership of an underlying asset are not transferred. • Operating leases: Operating lease payments will be recognised as revenue in the lessor's income statement on a straight-line basis over the lease term unless another allocation basis offers a better reflection of the distribution pattern of the benefit gained from the use of the underlying asset. • Finance leases: Naturgy will recognise a receivable in the consolidated statement of financial position in an amount equal to the present value of the lease payments plus the unguaranteed residual value, discounted using the implicit interest rate of the lease contract. The lessor will subsequently recognise the financial income over the term of the lease in such a manner as to obtain a constant interest rate in each period on the net investment outstanding under the lease (the leased asset). It will apply the lease payments against the gross investment to reduce both the principal and the accrued financial income. When a contract includes both lease and non-lease components, Naturgy applies IFRS 15 to allocate the consideration under the contract to each component. 2.4.21. Financial liabilities for leases On the lease commencement date, Naturgy recognises the lease liability for the present value of the lease payments to be made over the lease term, discounted using the interest rate implicit in the lease or, if this cannot be readily determined, the incremental borrowing rate. The incremental interest rate used by Naturgy is differentiated based on the portfolio of similar leases, country and contract term. The weighted average incremental interest rate for 2025 is 5.81% in Spain and 6.66% in Latin America. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 31
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The lease payments to be made will include fixed payments less any incentives, variables that depend on an index or a rate, and residual value guarantees expected to be incurred, the exercise price of a purchase option if that option is expected to be exercised, and penalty payments for terminating the lease if the lease term reflects that the lessee will exercise an option to terminate the lease. Any other variable payments are excluded from the measurement of the lease liability and right-of-use asset. Subsequently, the lease financial liability will be increased by the interest on the lease liability and reduced by the payments made. The liability will be remeasured if there are changes in the amounts payable and the term of the lease, and in cases of total or partial termination of the lease. 2.4.22. Income tax Income tax expense includes the deferred tax expense and the current tax expense which is the amount payable (or refundable) on the tax profit for the year. Naturgy includes the effect of uncertainty in tax treatment when determining taxable earnings, tax bases, unused tax losses, unused tax credits and tax rates. Deferred taxes are recorded by applying to temporary differences that arise between the taxable income on assets and liabilities and their respective accounting figures in the consolidated annual accounts, the tax rates that are expected to be in force when the assets and liabilities are realised. No deferred taxes are recognised for profits not distributed by subsidiaries when Naturgy can control the reversal of the temporary differences and it is likely that they will not reverse in the foreseeable future. Deferred taxes arising from direct charges or credits to equity accounts are also charged or credited to equity. Deferred tax assets and tax credits are recognised only to the extent that it is probable that future taxable income will be available against which to offset the temporary differences and apply the tax credits. If tax rates change, deferred tax assets and liabilities are re-measured. These amounts are charged or credited to the consolidated income statement or to the item “Other comprehensive income for the year” in the consolidated statement of comprehensive income, depending on the account to which the original amount was charged or credited. Where uncertainty exists regarding income tax treatments, Naturgy assesses whether a tax authority is likely to accept an uncertain tax treatment. If it concludes that it is unlikely that the tax authority will accept an uncertain tax treatment, the effect of the uncertainty on taxable profit (loss), tax bases, unused loss carryforwards or unused tax credits is reflected. The effect of the uncertainty is recognised using the method that, in each case, best reflects the outcome of the uncertainty: the most likely outcome or the expected value. In each case, Naturgy assesses whether to consider each uncertain tax treatment separately or in conjunction with one or more other uncertain tax treatments, depending on which approach is most likely to achieve the resolution of the uncertainty. 2.4.23. Recognition of income and expenses a. General Revenue derived from contracts with customers is recognised on the basis of fulfilment of the performance obligations with customers. Revenue reflects the transfer of goods or services to customers at an amount that reflects the consideration to which Naturgy expects to be entitled in exchange for such goods or services. Five steps are established for the recognition of revenue: 1. Identify the customer's contract(s). 2. Identify the performance obligations. 3. Determine the price of the transaction. 4. Allocate the transaction price to the performance obligations. 5. Recognise the revenue according to the fulfilment of each obligation. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 32
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Based on this recognition model, sales are recognised when products are delivered to the customer and have been accepted by the customer, even if they have not been invoiced, or if applicable, services are rendered, and it is probable that the economic benefits associated with the transaction will flow to the entity. Revenue for the year includes the estimate of the energy supplied that has not yet been invoiced. Expenses are recognised on an accruals basis, immediately in the case of disbursements that are not going to generate future economic profits or when the requirements for recording them as assets are not met. Sales are stated net of tax and discounts and transactions between Naturgy companies are eliminated. b. Revenue from Gas transport and distribution network access CNMC Circular 4/2020, of 31 March, established the methodology for determining the remuneration for natural gas distribution applicable from 1 January 2021. The remuneration for the regulated gas distribution activity is set annually for each remuneration period and each distribution company based on the customers connected to them and the volume of gas supplied. CNMC Circular 9/2019, of 12 December 2019 lays down the methodology for determining the remuneration of natural gas transportation facilities and liquefied natural gas plants as from 1 January 2021. The annual remuneration for the regulated gas transportation activity is set annually for each remuneration period, taking into account the investment and operating costs of these facilities. The regulatory framework of the natural gas sector in Spain (Appendix IV) provides a settlement procedure for redistributing, among the companies in the sector, the net revenues obtained by application of the tolls, so that each company receives the remuneration recognised for its regulated activities. Royal Decree 1184/2020 of 29 December 2020, which lays down the methodologies for calculating gas system charges, regulated remuneration for basic underground storage facilities and the fees for their use, provides that, as from 1 October 2021, settlements will be made by gas year and by activity, differentiating between revenues from the application of tolls, fees and charges. Subsequently, Order TED/1022/2021 of 27 September 2021 was published to further develop this Royal Decree, regulating the procedures for settling regulated activity remuneration, charges and quotas with specific destinations in the gas sector. The entry into force on 1 October 2021 of the new Circular 6/2020 on tolls, Royal Decree 1184/2020, and Order TED/1022/2021 on settlements, changed the procedure for allocating and settling balances in the gas system. The new procedure lays down separate processes for the settlement of each of the toll items and charges defined in the above regulations. The final settlement of each procedure, whether positive or negative, will give rise to a receivable or payable for each party and these differences between the initially expected revenues and the actual revenues resulting from the application of the tolls relating to previous years will be settled as a single payment in the first available settlement of the following gas year. They will also be considered in the calculation of the costs to be included in each year's tolls. CNMC Resolution of 30 May 2023 establishing the gas remuneration for 2024 (from 1 October 2023 to 30 September 2024) for companies carrying out regulated activities related to natural gas transportation and distribution. CNMC Resolution of 23 May 2024, established the remuneration for the 2025 gas year (1 October 2024 to 30 September 2025) for companies carrying out regulated activities related to liquefied natural gas plants, and natural gas transportation and distribution. CNMC Resolution of 27 May 2025 establishing the remuneration for the 2026 gas year for companies carrying out regulated activities related to liquefied natural gas plants, and natural gas transportation and distribution. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 33
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Those remunerations are financed by revenues from tolls and fees for network use. These tolls and charges are set annually, in accordance with CNMC Circular 6/2020, which establishes the methodology for calculating tolls for transportation, local networks and natural gas regasification, published in July 2020, and Royal Decree 1184/2020, of 29 December 2020, which establishes the methodologies for calculating gas system charges. At the date of authorisation of these consolidated annual accounts, no final settlements from remuneration periods prior to the 2025 gas year are outstanding. The 2024 gas system remuneration period ended in 2025 with a deficit in the local network activity according to the final settlement for that year approved on 31 July 2025 by the CNMC, which has been applied as an additional charge in the settlement of the 2025 remuneration period. The provision of distribution facilities to locate gas at supply points is considered to be a single performance obligation and, therefore, the remuneration for the regulated gas transmission and distribution activity is recognised as revenue on a straight-line basis since the service provided is similar over time. c. Revenue from gas sales Revenue includes the amount of both last-resort gas sales and free market sales, since the last-resort supplier and the free-market supplier are deemed to be a principal agent and not a commission agent for the supply made. Royal Decree-Law 17/2021, of 14 September, on urgent measures to mitigate the impact of the escalation of natural gas prices on retail gas and electricity markets, limits the increase in the gas cost to be charged in the natural gas last resort tariff applicable from 1 October 2021. However, this exceptional limit has been extended by successive Royal Decree-Laws until 31 December 2023, also modifying, under Royal Decree-Law 18/2022 of 18 October, the mechanism for recovering the amounts owed to last resort supply companies in order for them to be covered by the National Budget. Royal Decree-Law 8/2023 of 27 December which adopted measures to address the economic and social consequences of the conflicts in Ukraine and the Middle East, and to alleviate the effects of the drought, extended the limitation of 15% of the increase in raw material costs included in the tariff of last resort for natural gas until 1 April 2024. This limitation ceased to apply in subsequent quarterly revisions of the TUR after its extension expired. Under the previous regulations, Naturgy recognised as revenue the raw material cost variances not included in the last resort tariff applied from 1 October 2021, while the measure was in force (Note 10). Gas exchanges with other supply companies are considered to be collaboration contracts between companies in the sector and are not included in Revenue as they are not considered as contracts with customers. The amount of gas sales is recorded as revenue at the time of delivery to customers, based on the quantities supplied and including the estimate of energy supplied but not yet read on customers’ meters (Note 2.4.25.). d. Revenue from electricity transmission and distribution network access The remuneration for electricity distribution and transmission is set annually, applying the approved methodology which recognises remuneration for investment and remuneration for asset operation and maintenance. Until 2019, this responsibility fell to the Ministry for Ecological Transition, and since 2020 it has been set by the CNMC. The provision of distribution facilities to locate power at supply points is considered to be a single performance obligation and therefore the remuneration for the regulated electricity transmission and distribution activity is recognised as income on a straight-line basis since the service provided is similar over time. The regulatory framework of the electricity sector in Spain (Appendix IV) regulates a payment procedure for the redistribution amongst companies in the sector of the net turnover obtained, so that each company receives the remuneration recognised for its regulated activities. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 34
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In 2024, the CNMC published the Resolutions of 4 April 2024 and 31 July 2024 establishing the remuneration of companies owning electricity transmission facilities for 2021 and the remuneration of companies owning electricity distribution facilities for 2020. For 2025, the CNMC published the Resolutions of 12 March 2025, 17 February 2025 and 6 November 2025, which establish the remuneration of companies that own electricity transmission facilities for 2022 and the remuneration of companies that own electricity distribution facilities for 2021 and 2022, respectively. Future publications of pending resolutions will replace those that have been approved annually in January for the purposes of the provisional settlement on account of the final settlement. On 22 January 2025, the CNMC published the Resolution of 10 January 2025, provisionally establishing the remuneration for electricity distribution companies for 2025, and the Resolution of 9 January 2025, provisionally establishing the remuneration for electricity transmission companies for 2025. On 22 December 2025, the CNMC approved the following circulars, which come into force on 1 January 2026 and will apply to the 2026-2031 regulatory period: • Circular 8/2025, establishing the methodology for calculating electricity distribution remuneration in Spain for the 2026-2031 regulatory period. The methodology incorporates measures aimed at increasing efficiency, improving quality, reducing losses and promoting electrification. Investment limits are aligned with those set by the government, remunerating audited investments up to 0.13% of GDP. The sustainability mechanism was also redefined, limiting it to investments aimed at meeting the demand set out in the Draft Royal Decree on investment plans for transmission and distribution networks. • Circular 9/2025, amending the methodology established in Circular 2/2019 for calculating the financial remuneration rate for regulated electricity transmission and distribution activities, as well as the regasification, transportation and distribution of natural gas. It also set the financial remuneration rate applicable to electricity transmission, system operation and distribution activities for the period 2026-2031 at 6.58%, an increase of 100 basis points on the previous. Additionally, CNMC Circular 7/2025, of 16 December, modifying the methodology established in Circular 5/2019 for calculating remuneration for electricity transmission activities, was published in December 2025. It also defines the technical and economic parameters applicable to the 2026-2031 regulatory period. The standard facilities and unit reference values for investment and operation and maintenance per fixed asset item, which will apply from 1 January 2026 to all transmission assets in operation and those that come into service thereafter, were approved. Following the enactment of Electricity Sector Law 24/2013 of 26 December 2023, temporary mismatches between electricity system revenues and costs are funded by the companies subject to the settlement system, including Naturgy, generating the right to recover the relevant amount over the following five years, including interest at a market rate. Consequently, the financing of the electricity system revenue shortfall is recognised as a financial asset since, on the basis of this regulation, Naturgy is entitled to a reimbursement and there are no future contingent factors. In 2023, there was a revenue surplus in the sector amounting to Euros 3,903 million. To cover charges in 2024, surpluses were carried forward in the amount of Euros 450 million from the 2022 surplus in accordance with Royal Decree 8/2023 and Euros 1,024 million from the 2023 surplus in application of Royal Decree Law 4/2024. In 2024, there was a revenue surplus in the sector amounting to Euros 882 million. The amount of the 2023 surplus not applied in 2024, Euros 189 million, was carried forward to 2025 in accordance with Royal Decree-Law 4/2024. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 35
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e. Revenue from the sale of electricity Revenue includes the amount of electricity sales in both the PVPC market and the free market, since the last-resort supplier and the free-market supplier are deemed to be a principal agent and not a commission agent for the supply made. Consequently, power purchases and sales are recognised for the total amount. Nonetheless, power purchases and sales from the pool made by the Group's generation and supply companies in the same time band are eliminated during the consolidation process. The amount of electricity sales is recognised as revenue at the time of delivery to customers, based on the quantities supplied and including an estimate of energy supplied but not yet read on customers’ meters (Note 2.4.25.). In accordance with Royal Decree 413/2014 (RD 413/2014), renewable energy generation facilities in Spain qualify for certain incentives (specific remuneration scheme or RECORE). RD 413/2014 provides that certain remuneration parameters will be updated by ministerial order in each regulatory half-period. That Royal Decree 413/2014 regulates the procedure to be followed in cases where a basket of prices in the electricity markets (spot and futures), applying various weighting coefficients and actual figures per technology to the half-periods of the regulatory useful life of the asset, proves to be lower (positive adjustments) or higher (negative adjustments) than the prices estimated by the regulator at the beginning of the regulatory half-period and which were used to determine the incentives to be received for the investments under the scope of the regulation. Although RDL 6/2022 established that the adjustment mechanism for market deviations would not apply to energy generated from 2023 onwards in order to encourage forward contracting, RDL 10/2022 subsequently reintroduced the adjustment for market price deviations. As a result, for 2023 and subsequent years this mechanism includes references to forward market products in the annual average price of the daily and intraday market. On 28 June 2023, Royal Decree-Law 5/2023 was approved, exceptionally adjusting the electricity market price benchmarks to be taken into account when updating the remuneration parameters of RECORE facilities for the 2023-2025 half-period. Under this Royal Decree-Law, on 30 June Order TED/741/2023 was approved which updated the remuneration parameters for standard facilities applicable to certain facilities that generate electricity from renewable sources, cogeneration and waste, for the purposes of their application to the regulatory half-period commencing on 1 January 2023. On 4 June 2024, the Official State Gazette published Order TED/526/2024 of 31 May 2024, which establishes the methodology for updating the operating remuneration of electricity generation facilities whose operating costs depend essentially on the price of fuel and updates their operating remuneration values, applicable as from 1 January 2024. With the new methodology, the remuneration for the operation of cogeneration and waste treatment facilities will now be updated every quarter instead of every six months; consequently, the remuneration values for the operation of standard electricity generation facilities whose operating costs depend essentially on the price of fuel are updated. The accounting treatment for market price deviations applied by Naturgy conforms to “Criterio para contabilizar el “Valor de los ajustes por desviaciones en el precio del mercado” (Vadjm), de acuerdo con el artículo 22 del real decreto 413/2014” published by the CNMV on 22 October 2021 (Note 2.4.17.), whereby: • As a general rule, each of the positive and negative market variances arising under RD 413/2014 is recognised in the consolidated statement of financial position with a balancing entry in revenue. The liabilities will be limited to the amount of the variances from the price that would have allowed the minimum yield guaranteed by the Royal Decree to be obtained and up to the limit of the Net Asset Value (NAV) of the facility. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 36
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• However, if, according to Naturgy's best estimates of the future evolution of energy market prices, it would be highly probable that market returns in excess of those established in RD 413/2014 would be obtained over the residual regulatory life of the facilities and, consequently, abandoning this remuneration regime would not have significantly more adverse economic consequences than remaining in it, the general approach is not followed and only the asset is recognised in the event of positive market deviations. The following facilities are included in this scenario: – Facilities which, at the date of these consolidated annual accounts, considering the estimated market prices for 2026 and subsequent years, are unaffected by being included in the premium scheme either because the NAV (as defined in RD 413/2014) has already been fully recovered or because it is estimated that, based on the observable prices, they will not collect the investment remuneration supplement (Rinv) after 2026. In both cases these facilities would have achieved the reasonable return provided by RD 413/2014 before the end of their regulatory lifetime. – These are facilities which, at the date of these consolidated annual accounts, will need to be supplemented by Rinv until the end of their regulatory useful lives but for which the abandonment of the remuneration system would not have significantly more adverse economic consequences than remaining in it. The threshold established by the Group to determine whether the economic consequences are not materially adverse has been calculated as the difference between the present value of the cash flows obtained by these facilities remaining in the specific remuneration scheme or leaving it, with this difference being equal to or less than 5%. The Group regularly reviews the foreseeable evolution of market prices and other qualitative factors and determines whether leaving the remuneration scheme would not have significantly more adverse economic consequences than remaining in the regime and the installation remaining under the above-mentioned threshold. Otherwise, the general criterion would apply. At the end of the asset's regulatory life, positive adjustments net of negative adjustments arising in the last regulatory half-year are recognised, based on the relevant balance, in asset or liability accounts with a balancing entry in net sales. At the reporting date of these consolidated annual accounts, there are facilities that are in the last half-period of their regulatory useful lives although no regulatory assets or liabilities have been recorded as the Net Present Value (NPV) of these facilities had previously been recovered. Although for some facilities it is considered that leaving the remuneration scheme would not have significantly more adverse economic consequences than remaining in it, the scheme has not been abandoned and there is no intention to do so in the short term, basically because it does not generate significant additional obligations other than those inherent to efficiently managing the facilities and energy generation. Naturgy has estimated market prices over the remaining regulatory useful lives of the facilities based on internal estimates used in Naturgy's normal budgeting operations, which are in line with the market consensus. f. Long-term electricity sale contracts Naturgy has contracts for the sale of electricity produced by renewable facilities that set the long-term conditions. When the renewable facility is under control of the seller and there is a physical delivery of energy to the buyer in accordance with the entity's expected purchase, sale or usage requirements, this is regarded as a contract for “own use” and, therefore, revenue from the sale of electricity is recognised at the time of delivery to the buyer. When the renewable facility is under control of the buyer to whom substantially all the risks and rewards of ownership of the facility are transferred, it qualifies as a finance lease and an account receivable is recognised initially, calculated as the fixed contract price receipts discounted at the implicit contract rate. When the lease contract does not qualify as a finance lease because not all risks and rewards have been transferred, it qualifies as an operating lease. In this case, factors are considered such as limiting the buyer to a lease term that does not represent a substantial percentage of the asset's economic life, not receiving all the revenue from the facility, or the lack of a right to acquire the plant. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 37
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Contracts under which the facilities sell their production to the market and that provide a financial settlement for the difference between the market price and the price agreed in the contract are considered to be contracts for the sale of electricity settled by differences in which the underlying volume is the energy actually produced. These agreements are treated for accounting purposes as derivatives providing a cash flow hedge for the facilities' sales (Note 2.4.8). g. Revenue from LNG sales The amount of LNG sales is recognised as revenue at the time of delivery to the customer, the point at which the performance obligation is deemed to be met and control is transferred. Long-term LNG sales contracts involve physical delivery to the buyer in accordance with the latter's expected purchase, sale or usage needs and are, therefore, "own-use" contracts as described in Note 2.4.8. h. Other income Naturgy has power generation capacity assignment contracts with the Federal Electricity Commission for its combined-cycle plants in Mexico (CFE), for a 25-year term as from the commencement of commercial operations. These contracts stipulate a pre-established collection schedule for the assignment of power supply capacity. As Naturgy has the capacity to operate and manage the plants and retains the rewards and risks of operations and can make material decisions that will affect future cash flows, these contracts represent the provision of services and are thus recognised on a percentage-of-completion basis. Revenue from new subscriptions, which consist of the operation of coupling the gas reception facility to the network, as well as revenue from facility verifications, are recognised at the time these actions are carried out since it is at that time that the customer obtains the benefits of the service provided and there is no associated future obligation. Revenue from the rental of meters and facilities is recorded as income over the period of the rental service that constitutes the performance obligation. Revenues from contracts for the provision of service are recognised on a percentage-of-completion basis, i.e. when revenues may be reliably estimated, they are recorded over time based on the progress of contract execution at the year end, calculated in proportion to costs incurred to date in relation to estimated costs necessary to execute the contract. If revenues from contracts cannot be estimated reliably, the revenues are only recognised for an amount equal to the costs incurred in the period to meet the commitment, provided that those costs are recoverable. The contract margin is not recorded until there is certainty of its materialisation, based on cost and income planning. In accordance with Legislative Royal Decree 6/2022, two or more undertakings required to comply with the objective of reducing greenhouse gas emissions in transportation may choose to submit a joint report for the assessment of compliance with this objective. In its business of supplying natural gas and biomethane for vehicles, Naturgy generates savings in greenhouse gas emissions compared to the reference value. Therefore, it may enter into agreements with other liable parties to take advantage of these savings through joint reporting and communication. The consideration from the joint reporting agreement is recognised as revenue when the emissions savings have been achieved and receipt of the related accounts receivable is reasonably assured. 2.4.24. Cash flow statement The consolidated cash flow statement has been prepared using the indirect method and contains the following terms, with their respective meanings: • Operating activities: activities that provide the group's ordinary revenues, as well as other activities that cannot be classified as investing or financing. • Investing activities: acquisition or disposal of non-current assets and other investments not included in cash and cash equivalents. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 38
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• Financing activities: activities that result in changes in the size and composition of the Company's equity and liabilities that are not operating activities. 2.4.25. Significant accounting estimates and assumptions, etc. The preparation of the consolidated annual accounts requires the use of estimates and assumptions. The measurement standards that require the greatest number of estimates are set out below: a. Intangible assets and property, plant and equipment (Notes 2.4.3. and 2.4.4.) Determining the useful lives of intangible assets and property, plant and equipment requires estimates as to the level of utilisation of the assets, the expected technological developments and the existence of legal limits or any other restrictions on their use that might arise. The assumptions regarding the degree of use, technological framework and future development involve a significant degree of judgement, insofar as the timing and nature of future events are difficult to foresee. b. Impairment of non-financial assets (Note 2.4.6.) The estimated recoverable value of the CGU applied to the impairment tests has been determined using the discounted cash flows based on the projections approved by Naturgy, which have historically been substantially met. However, in certain less frequent cases, fair value less selling costs is used as a reference to determine recoverable value, when this approach better reflects the amount that could be obtained under market conditions. Note 4 details the main assumptions used to determine the recoverable value of non-financial assets. c. Derivatives, other financial instruments and gas purchase and sale contracts (Note 2.4.8.) The fair value of financial instruments traded in active markets is based on quoted market prices at the consolidated statement of financial position date. The quoted market price used for financial assets is the current bid price. The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. Naturgy uses a variety of methods and makes assumptions that are based on market conditions existing at each consolidated statement of financial position date. • The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. • The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the consolidated statement of financial position date. • The fair value of commodity derivatives is calculated by using forward quoted price curves at the consolidated statement of financial position date. The Company enters into gas purchase and sale agreements in the ordinary course of its business. The analysis to determine their classification as "own use" contracts requires judgements by management in relation to gas supply and demand forecasts, which are monitored on a systematic basis. For disclosure purposes, it is assumed that the carrying amount of trade and other receivables less expected impairment losses approximates their fair value. The fair value of other financial liabilities for reporting purposes is calculated by discounting the future contractual cash flows at the current market interest rate to which Naturgy has access for similar financial instruments. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 39
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d. Provisions for employee benefits (Note 2.4.18) A number of assumptions must be used to calculate pension costs, other costs of post-retirement benefits and other post-retirement liabilities. Naturgy estimates at each year end the provision necessary to meet its pension liabilities and the like, in accordance with the advice from independent actuaries. The changes affecting such assumptions may result in the recording of different amounts and liabilities. The most significant assumptions for the measurement of pension or post-retirement benefit liabilities are energy consumption by beneficiaries during retirement, retirement age, inflation and the discount rate employed. Social security coverage assumptions are also essential to determine other post-retirement benefits. Future changes to these assumptions will have an impact on future pension costs and liabilities. e. Provisions (Note 2.4.19) Naturgy makes an estimate of the amounts to be settled in the future, including amounts relating to contractual obligations, business contracts derived from them, pending litigation, future dismantling and decommissioning of certain facilities, land restoration, and other liabilities. These estimates are subject to the interpretation of current events and circumstances, projections of future events and estimates of their financial effects, as well as the outcome of negotiations associated with gas supply contracts. f. Corporate income tax (Note 2.4.22.) The calculation of the income tax expense requires interpretations of tax legislation in the jurisdictions in which Naturgy operates. The decision as to whether the tax authority will accept a given uncertain tax treatment and the expected outcome of outstanding litigation requires material estimates and judgements to be made. Naturgy evaluates the recoverability of deferred tax assets based on estimates of future taxable income and the capacity to generate sufficient profits during the periods in which said deferred taxes are deductible. Deferred tax liabilities are recognised on the basis of estimates of the net assets that will not be tax deductible in the future and the timing differences that will give rise to taxation in future periods. g. Revenue recognition (Note 2.4.23.) Revenues from energy supply are recognised when the product has been delivered to the customer based on regular meter readings. Also included is an estimate of the energy supplied yet to be invoiced at the end of the reporting period as it has not been measured in the ordinary course of meter reading cycles. The accrued energy yet to invoiced is estimated separately for each of the Group's business segments based on their specific features. The main variables involved in determining the revenue estimate are price and volumes consumed and purchased. • Prices: determined as a function of the prices for different customer types based on the estimated consumption curves. • Consumption: based on estimated daily consumption derived from seasonally-adjusted historical profiles for the various customer types and other measurable factors that affect consumption. • Volume of energy purchased by the Group's supply companies to meet demand. Naturgy has sufficient experience and sufficiently well developed information systems to guarantee the accuracy of the estimates recorded for this item under revenue in the consolidated profit and loss account, as well as compliance with the relevant accounting legislation. Historically, no material adjustments have been made relating to the amounts recorded as unbilled income and none are expected in the future. Certain aggregates for the electricity and gas system, including those relating to other companies which allow for the estimate of the overall settlement of the electricity system that must materialise in the respective final payments, could affect the calculation of the shortfall in the settlements of electricity and gas regulated activities in Spain. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 40
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h. Determining lease terms (Note 2.4.20.) In determining the lease term, Naturgy considers all relevant facts and circumstances that create a significant economic incentive for the lessee to exercise the renewal option or not to exercise the termination option. Renewal or termination options are only included in the determination of the lease term if it is reasonably certain that the lease will be extended or not terminated. If any significant event or significant change in circumstances arises that could affect the determination of the term, Naturgy reviews the valuations made when determining the lease term. i. Estimated revenue from renewable energy generation facilities under the specific remuneration scheme In accordance with Royal Decree 413/2014 (RD 413/2014), renewable energy generation facilities in Spain qualify for certain incentives (specific remuneration scheme). RD 413/2014 provides that certain remuneration parameters will be updated by ministerial order in each regulatory half-period. That Royal Decree 413/2014 regulates the procedure to be followed in cases where a basket of prices in the electricity markets (spot and futures), applying various weighting coefficients and actual figures per technology to the half-periods of the regulatory useful life of the asset, proves to be lower (positive adjustments) or higher (negative adjustments) than the prices estimated by the regulator at the beginning of the regulatory half-period and which were used to determine the incentives to be received for the investments under the scope of the regulation. To determine the accounting adjustment for deviations in the market price of renewable generation facilities subject to the specific remuneration regime, Naturgy, in accordance with its best estimate of future energy market prices, estimates the Net Present Value (NPV), as well as the return on investment to be obtained in each of the standard facilities (TI) in which the Group operates in Spain in the recalculation of remuneration parameters of the next regulatory half-period. These estimates, together with an analysis of other qualitative factors, determine whether leaving the remuneration scheme would not have significantly more adverse economic consequences than remaining in the scheme and therefore the general accounting treatment is not applied and the asset is only recognised in the event of positive market deviations. The amount of negative deviations not recognised for this reason as at 31 December 2025 and 2024 is Euros 12 million and Euros 17 million, respectively. The estimate of future market prices is based on the price path considered among the main assumptions described in Note 4. j. Geopolitical risks and uncertainties During 2025, the geopolitical environment continued to be a significant source of uncertainty, with potential impacts on global energy markets and the Group's activity. In particular, the following aspects stand out: The armed conflict between Ukraine and Russia, which began in February 2022, continues with no clear signs of resolution in the short term, maintaining tension in international energy markets and volatility in commodity prices. However, gas prices have remained relatively stable in recent months, aided by high storage levels, diversification of supply sources and moderate demand. On 23 October 2025, the Council of the European Union adopted the 19th package of sanctions against Russia, which includes a ban, effective from 1 January 2027, on the purchase, import or transfer, directly or indirectly, of LNG originating in or exported from Russia under contracts with a duration of more than one year signed before 17 June 2025 (short-term contracts are prohibited from April 2026); its validity was extended on 22 December until 31 July 2026. At the same time, in December 2025, the Council of the European Union and the Parliament reached an agreement to approve a Regulation banning imports of Russian natural gas, both by pipeline and in the form of liquefied natural gas (LNG). This regulation provides for the prohibition on imports into the European Union to come into force from 1 January 2027 for long-term LNG contracts entered into before 17 June 2025 and not subsequently amended, and from 30 September 2027 for gas pipeline contracts, with a transitional regime for existing contracts and prior authorisation requirements to ensure compliance. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 41
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The European Commission has stated that this ban constitutes a case of force majeure for the companies that are party to such long-term contracts, meaning that breach of the commitment to take the gas will not generate liability for the buyer. As part of its procurement portfolio, Naturgy has a long-term contract to procure LNG of Russian origin that was concluded in 2013 with Yamal LNG and includes take-or-pay clauses for 38 TWh per year through 2041. Since the beginning of the conflict, Naturgy has received the volumes strictly established in the contract. In 2025, this contract accounted for 16% of Naturgy's overall procurements (16% in 2024). Except as noted above, Naturgy does not have any other long-term contracts susceptible to being affected by the sanctions that have been approved, nor does it hold any interest in companies operating in Russia or Belarus or have investments in these countries, nor does it have cash balances or equivalent liquid assets that are restricted as a result of those measures and sanctions. In addition, the global geopolitical context has been affected by growing trade tensions, which have led to persistent volatility in energy and commodity prices, as well as disruptions in supply chains and changes in international trade patterns. These factors may generate additional risks in terms of operating costs, the availability of equipment and materials, and project completion times. To mitigate these effects, the Group maintains diversified contracts with multiple suppliers and geographical areas, performs strategic inventory management and flexible project planning, uses contracts with contingency clauses, continuously assesses logistical risks, and works with operators to secure alternative routes, as well as having contingency plans to ensure business continuity. Throughout 2025, tensions in the Middle East remained high as a result of the terrorist attack in October 2023 and the subsequent military escalation. In June 2025, the parties announced a ceasefire that allowed for the release of hostages and prisoners, as well as the partial opening of humanitarian corridors. However, as at 31 December 2025, the situation remains unstable: although the ceasefire agreement remains in force, isolated incidents of violence persist, as does a climate of tension that keeps the geopolitical risk premium high. Although current estimates indicate that this conflict will not have a significant impact on global energy supplies, the Group continues to monitor the situation closely. On 31 August 2025, the contract for operation and maintenance services at the Ramat Gavriel and Alan Tavor combined cycle gas plants in Israel, which Naturgy had been providing since 2019 through its subsidiary Spanish Israeli Operation and Maintenance Company Ltd., was terminated. As in 2024, this company reported a gross operating profit of less than Euros 1 million in 2025. During the early days of January 2026, the United States launched a military intervention in Venezuela, which included bombing in the north of the country and the capture of the country's President. Although these events caused political turmoil and protests in the region, a preliminary analysis has not identified any significant risks or effects on Naturgy's activities, given that the Group does not operate any infrastructure or have any exposure in that country. As this situation is constantly evolving and it is difficult to predict the extent or duration of the conflict, Naturgy constantly monitors the relevant macroeconomic and business variables in order to obtain the best estimate of potential impacts in real time, also taking into account recommendations by national and international supervisory bodies on the matter. For further details on interest rate, commodity price, credit and liquidity risks, see Note 18. k. Climate change and energy transition Naturgy aims to remain a key player in the energy transition towards a circular economy model and progressive decarbonisation, by reducing its carbon footprint and negative environmental impacts and integrating biodiversity into its business strategy. To this end, it takes account of technological progress and international frameworks and agreements, as well as their implementation in energy policies and applicable environmental regulations in each of the geographical areas where it operates. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 42
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In line with this objective, Naturgy has a Climate Transition Plan (CTP) detailing the paths for reducing greenhouse gas (GHG) emissions and the intermediate targets required under applicable regulations, which provide an understanding of the mitigation efforts undertaken by the company. Naturgy's GHG emission reduction targets for 2030 are as follows: • Reduction of Scope 1 and 2 emissions by 36% with respect to 2022, in line with the 1.5ºC global warming reduction pathway. • Reduction of Scope 3 emissions in Spain by 22% with respect to 2022. This target is aligned with the "Well Below 2 Degrees" (WB2D) reduction pathway. If emissions from the other countries are considered, the Scope 3 reduction is expected to be 8%, also with respect to 2022. In 2025, the reduction with respect to 2022 was 12% for Scope 1 and 2 emissions and 15% for total Scope 3 emissions. Compared to 2024, the decrease was influenced by the increase in production by combined cycle gas plants as required to guarantee security of supply, especially in Spain as generation was stepped up as a result of the country-wide blackout on 28 April 2025. To achieve the objectives set out in the CTP, Naturgy will continue to promote and lead a business model and investment plan fully aligned with the energy trilemma: security of supply, accessibility and affordability of energy, and mitigation of environmental impact. Naturgy's Strategic Plan 2025-2027 envisages continuing to invest in the energy transition, principally in to renewable generation, electricity grids and renewable gases. It also plans to continue developing energy solutions that promote efficiency at a competitive cost for customers. The CTP's main lines of action, as set out in the Strategic Plan 2025-2027, are based on an integrated electricity and gas business model that promotes the decarbonisation of energy through technological neutrality and at the lowest possible cost for consumers, specifically: • Promoting renewable electricity generation using solar and wind together with the necessary growth of electricity grids and back-up capacity using natural gas combined cycle plants. • Developing renewable gases as a lever for the decarbonisation of natural gas through biomethane produced from organic waste and, in the medium/long term, green hydrogen generated from surplus renewable electricity. This promotes decarbonisation at the lowest possible cost to the consumer and drives the circular economy through the use of waste or surplus. • Offering eco-efficient, carbon-neutral products and services at competitive prices to our customers. • Increasing electrification of final demand in applications where it is most efficient. Naturgy's CTP will contribute to the future objective of transforming the energy mix contemplated in the National Energy and Climate Plan (NECP) 2023-2030, approved by the Spanish Cabinet on 24 September 2024, which is also aligned with the objective of climate neutrality in the EU by 2050. For the other countries where Naturgy operates, the published national plans and the GHG reduction pathways set out by the International Energy Agency in the "Net Zero Roadmap" scenario are taken into account. Information on the CTP, the Group's decarbonisation strategy and the GHG emission reduction targets are set out in section "E-1 Climate change" of the Group's 2025 Non-Financial Disclosures and Sustainability Report, which is prepared in line with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD), which Naturgy has accepted and which it has been adopting progressively since they were published in 2017. At the end of 2023, the TCFD announced that it was disbanding as a working group, and the International Sustainability Standards Board (ISSB) has taken over the TCFD's oversight responsibilities as of 2024. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 43
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On 26 February 2025, the European Commission presented the Omnibus I package, aimed at simplifying the regulatory framework applicable to sustainability reporting. During the year, various regulations related to this package were approved, and they were taken into account in the preparation of this report, but they did not result in substantial changes. At present, the Corporate Sustainability Reporting Directive (CSRD), approved in 2022 and still pending transposition in Spain, as well as the European Sustainability Reporting Standards (ESRS) approved by Delegated Regulation (EU) 2023/2772, remain virtually unchanged in terms of content. In this context, Naturgy follows the CNMV recommendation issued on 19 November 2025, in coordination with the ICAC, and produces its sustainability report in accordance with the current ESRS and Law 11/2018 on non-financial reporting and diversity. This ensures that the information disclosed is comparable and consistent with that of other issuers in the European Union. In addition, the requirements of Royal Decree 214/2025 of 18 March, which establishes a carbon footprint register and the obligation to calculate and publish greenhouse gas emission reduction plans for certain organisations in Spain, have been taken into account. These consolidated annual accounts have been prepared taking into account the decarbonisation commitments undertaken by Naturgy, in addition to the risks and uncertainties related to climate change and the decarbonisation of the economy. In preparing these annual accounts, consideration was given to the IASB publication "Effects of Climate-Related Matters on Financial Statements" (July 2023 update) on the impact of climate change on the application of IFRS in financial reporting and to the guidelines in the "ESRS E1. Climate change" standard, which sets out the reporting framework on corporate sustainability defined by the CSRD in this area. The recommendations issued to date by the European Securities and Markets Authority (ESMA) were also taken into account. The main accounting estimates and judgements relating to the expected effects of climate change and the energy transition that were made by Naturgy's management and directors when preparing the 2025 consolidated annual accounts are described below. 1. Recoverability of non-financial assets As detailed in Note 2.4.6., non-financial assets are tested for impairment whenever an event or change in circumstances indicates that their carrying amount might not be recoverable. Additionally, irrespective of the existence of any evidence of impairment, goodwill and intangible assets not in use or with indefinite useful lives are tested at least annually for impairment. The cash-flow projections used in the non-financial asset impairment tests are based on the best available forward-looking information and reflect the investment plans in place in each CGU for maintaining the assets' operating capacity. Those projections are in line with Naturgy's strategy and consider the range of economic conditions that might exist in the foreseeable future in relation to climate change and the energy transition. The projections also take into account the expected impact on wholesale and retail electricity market prices resulting from the entry into operation of new renewable generation facilities and developments in gas, oil and emission allowance prices, as well as expected demand. In Spain, Naturgy's thermal electricity generation facilities continue to be regulated by Directive 2003/87/EC, which establishes the European Union Emissions Trading Scheme (EU ETS). This Directive has undergone multiple revisions, including the reform approved in 2023 through Directives (EU) 2023/958 and 2023/959, to strengthen climate ambition within Phase IV (2021–2030). These amendments align the system with the objectives of the Fit for 55 package, in line with the Paris Agreement, setting a 62% reduction in emissions by 2030 compared to 2005 for sectors covered by the EU ETS, thus contributing to the EU's overall target of reducing net emissions by at least 55% compared to 1990 by the same date. Furthermore, as at 1 January 2024, the scope of the EU ETS has been extended to include emissions from maritime transport activities, applicable to ships whose port of loading and/or unloading is located in EU/EEA countries, which is being phased in until 2027 (see Annex IV, Regulatory Framework, section 2.3.3). Naturgy carries out comprehensive portfolio management for the acquisition of emission allowances equivalent to the verified emissions of its combined cycle and cogeneration facilities and its maritime shipping activity. To this end, Naturgy actively participates in both the primary market, through auctions, and the secondary market. These emissions relate mainly to the combined cycle gas plants in Spain and, to a lesser extent, to LNG used by the ships, and represented 91.1% of Naturgy's direct (scope 1) emissions in Spain in 2025. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 44
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In Mexico, the impairment tests on the combined cycle plants assume the receipt of emission allowances equivalent to the tonnes of CO2 emitted. Under the current trial emissions trading system, which runs until 2026, it is assumed that emission allowances granted free of charge will cover the emissions projected on the basis of production forecasts. Although the criteria for the allocation of allowances free of charge and the emissions reduction pathway that will be required have not yet been defined for 2027 and subsequent years, it is expected that the emissions generated will be covered by the free allocation and, when this is not sufficient or the free allocation is discontinued, that CO2 costs will be passed through into selling prices as an additional operating cost, similar to the case in the European market. As as at 31 December 2025, cogeneration facilities represent only a small proportion of Naturgy's generation portfolio, accounting for approximately 0.3% of installed capacity and a net carrying amount of Euros 22 million. The CO2 prices considered in the impairment test are detailed in Note 4. Other material information on emission allowance costs in 2025 and 2024 is disclosed in Note 16 Provisions. In the case of cash flow projections for the impairment tests that present terminal values, the latter are calculated on the basis of a long-term growth rate aligned with the demand trend quantified by Naturgy using its energy models, in line with current expectations with regard to the transition to a low-carbon economy and considering the physical and transition risks associated with climate change. Projections of hydroelectric, wind and photovoltaic solar electricity output from Naturgy's renewable assets are based on projected underlying weather conditions (temperature, precipitation, wind speed and insolation). 1Decommissioning costs for combined cycle and renewable generation plants are estimated in line with the long- term target. As required by accounting standards, the cash flows estimated for the value in use of each CGU take into account assets' current status and, therefore, do not include future investments due to technological changes or any strategic investments envisaged in the energy transition for which no assets currently exist. The rates used to discount cash flows take into account all relevant factors affecting the perception of risk, including those associated with the energy transition and physical risks due to climate change. The cost of capital considered in each of the rates used implicitly incorporates market expectations about access to and costs of funding, provided that these risks are material for the industry and the specific context of the asset. As indicated in Note 4, the update of the impairment test for non-financial assets did not result in additional impairments being recognised in the year as a result of the recoverable amount of the CGUs being found to be less than the net carrying amount. Naturgy will continue to update its operational plans and pricing outlook to take account of changes in the economic environment and the pace of the energy transition. 2. Main Group assets subject to climate change and energy transition risk: Naturgy continuously reviews whether uncertainties arising from climate change require modifications to the structure of reported operating segments (see Note 3). Following this analysis, the structure remained unchanged from the previous financial year. a. Coal-fired power plants Following the closure of all Naturgy's coal-fired power plants in the first half of 2020, the group has not generated any electricity from coal. These facilities are fully depreciated/provisioned as at 31 December 2025. During the year, progress continued to be made in dismantling the plants; the decommissioning certificates for two plants are still pending and are expected to be issued in the first half of 2026. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 45
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b. Combined cycle gas turbine (CCGT) power plants The Group's combined cycle gas turbine plants (in Spain and Mexico) represent the most eco-efficient generation technology available at present to provide the necessary back-up for renewable energies and enable their widespread implementation while also guaranteeing security of supply, both of which are key factors for the energy transition. In Spain, it is important to note that all the installed capacity of these plants is included in the PNIEC approved recently for 2023-2030, which is aligned with the European objective of achieving climate neutrality by 2050. These facilities are a fundamental element in ensuring the growth of renewable energies in the national electricity system, as they are provide back-up to maintain the electricity supply in the event of a lack of wind, sun or water. Accordingly, in December 2024 the Ministry for Ecological Transition and the Demographic Challenge released for public consultation a Draft Order proposing the creation of a capacity market in the Spanish mainland electricity system. As at 31 December 2025, this project has still not been approved (see Annex IV. Regulatory framework. 2.2.4,1). As at 31 December 2025, the carrying amount of these fixed assets is Euros 1,739 million, of which Euros 974 million relate to combined cycle plants in Spain. The carrying amount of the total combined cycle generation facilities in Spain is estimated for 2030, 2040 and 2050 at Euros 636 million, Euros 289 million and zero, respectively. The carrying amount, excluding goodwill (Note 5), of the combined cycle plants in Mexico is estimated at Euros 530 million in 2030, Euros 210 million in 2040 and zero in 2050. A trend in electricity output below the assumptions used by Naturgy as set out in Note 4 could have an impact on the recoverability of the carrying amount of these assets that is recognised in the consolidated statement of financial position as at 31 December 2025. See the sensitivity analysis in Note 4 below. c. Nuclear plants In Spain, Naturgy is a joint owner of the Almaraz and Trillo nuclear power plants, alongside other electric utilities. As at 31 December 2025, the carrying amount of those assets was Euros 207 million. Naturgy relies on the Decommissioning Protocol agreed in 2019 with Enresa, Spain's national radioactive waste company, which establishes a schedule for the progressive closure of all nuclear power plants, in line with the energy transition to renewable sources and the decarbonisation target for 2050. The part of this protocol covering up to 2030 is also part of the PNIEC. As at 31 December 2025, there has been no official decision by the Spanish government regarding a possible review or extension of the timetable for the closure of nuclear power plants. See section 2.2.4.1.2. of Appendix II. Regulatory Framework. d. Hydroelectric power plants At 31 December 2025, the carrying amount of these assets in Spain was Euros 879 million. The recoverable value of these assets could be affected in the event of a larger-than-expected future reduction in water availability due to climate change, particularly in run-of-river plants. The assumptions used in the hydroelectric power generation CGU impairment test include developments in water availability and their impact on river flows and, therefore, on production. e. Renewable energy assets As at 31 December 2025, the carrying amount of these fixed assets (excluding the hydroelectric power plants detailed in the previous section) is Euros 7,343 million, of which Euros 4,779 million relate to assets in Spain. The main perceived risk for these assets is a potential negative future trend in solar and wind resources, which are the key variables in the performance of this line of business. There may also be reductions in the remuneration arrangements for renewable energies and lower prices in marginal wholesale markets due to an increase in renewable production with low variable costs. The impairment tests for 2025 did not consider any changes in the operation of the wholesale market that have not yet been approved, but did consider forecasts for solar and wind resources. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 46
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f. Electricity and gas transportation and distribution assets As at 31 December 2025, the carrying amount of these fixed assets was Euros 13,868 million. The total includes Euros 5,678 million for gas transport and distribution assets and Euros 8,190 million for electricity transmission and distribution. In Spain, Euros 2,422 million relate to the gas business and Euros 6,705 million to the electricity business; in Argentina, Euros 299 million relate mainly to the gas business; elsewhere in Latin America: Euros 609 million in Brazil, Euros 1,654 million in Chile and Euros 731 million in Mexico relate to the gas business, and Euros 1,448 million in Panama relate to the electricity business. These regulated assets are essential to ensuring a reliable supply and enabling the transition to renewable generation sources, while demonstrating high resilience in the face of technical and climate challenges. Increases in temperature and a higher frequency of extreme weather events could lead to greater technical losses (for a discussion of these risks, see Section E1-9 of the Non-Financial Disclosures and Sustainability Report), a deterioration in service quality levels, higher operating and maintenance costs and higher annual capital expenditure, although the amounts should be covered by the multi-year tariff reviews for these regulated businesses. The investment and response plans already in place, accumulated experience and network design (meshing and undergrounding of lines) should mitigate these effects. A potential massive development of distributed generation would be partially offset by the increasing electrification of the economy (e.g. electric cars) and investments in smart grids. Naturgy's planning for the coming years envisages the coexistence in Spain of natural gas demand with demand for biomethane, to be distributed through the group's current infrastructures. It is estimated that the adaptation of existing networks for biomethane transportation will not require significant investments. Hydrogen distribution is still being considered, and the level of investment is expected to depend on the percentage of blending, which, together with the relevant regulations, will determine the viability of using the current infrastructure. It is estimated that low percentages should not require significant investments to adapt the current network. For gas transportation and distribution assets in Argentina, Brazil, Chile and Mexico, the same strategy as applied for Spain is envisaged although with slower implementation and always in line with each country's energy policies. g. Supply The Supply CGU has net operating assets, excluding goodwill, amounting to Euros 179 million as at 31 December 2025. The impact of climate change and the energy transition on the supply business is considered to be minor, as the lower demand for natural gas could be offset by expected higher growth resulting from the electrification of the economy and the supply of renewable gases. The Group's current positioning, resulting from its investment focus on renewables and grids, puts it in a favourable position to address any transition risks. The Group considers that the opportunities arising from the decarbonisation of the global economy (growth in renewables, investment in integrating smart grids, electrification of demand, biomethane, and green hydrogen, among others) outweigh the risks. 3. Useful lives of non-financial assets The energy transition and the pace at which it progresses may impact the remaining useful life of assets. Nevertheless, Naturgy reviews the useful life of its assets at least at the end of each annual period. Determining the useful lives of non-financial assets requires estimates as to the level of utilisation of the assets, the expected technological developments and the existence of legal limits or any other restrictions on their use that might arise. Based on the assumptions used in relation to Naturgy's assets, in 2025 there were no potential direct or indirect impacts arising from climate change making it necessary to re-estimate the useful life of the assets, not even in the specific case of gas transport and distribution infrastructures, considering the expected use of renewable gases in the short and medium term. The calculation of the useful lives (Note 2.4.4) of assets located in Spain takes into account the objectives of the PNIEC and the commitments made in the CTP, the protocol signed with Enresa in the specific case of nuclear plants, and the terms of administrative concessions in the case of hydroelectric power plants. For gas and electricity distribution network assets, the regulations of each country have been taken into account, as well as the terms of the concessions. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 47
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As indicated in the previous section, a very significant percentage of the carrying amount of the combined cycle gas plants as at 31 December 2025 is expected to have been depreciated by 2030 and that they will be fully depreciated by 2050. 4. Decommissioning provisions The energy transition and the pace at which it progresses may also bring forward the decommissioning of combined cycle plants. Most of the combined cycle plants owned by Naturgy in Spain are expected to start decommissioning in the period 2042-2046, when they reach the end of their useful lives. In the case of Mexico, the useful lives of the plants conclude between 2041 and 2043, with the exception of the last facility commissioned, whose useful life expires in 2050, and it is assumed that they will be decommissioned at the end of their useful lives. However, to date, there is no national plan in Mexico for the closure of these facilities. The hydroelectric plants are covered by temporary administrative concessions. Upon expiration of the administrative concessions, the plants revert to the State in good working order, which is achieved by maintenance programmes. Therefore, it is not necessary to recognise provisions for decommissioning except in cases where maintaining the plant upon expiration of the concession would be counter to the public interest or where it is not viable to continue operating it. Naturgy has recognised decommissioning provisions for these exceptional cases, which, in any case, represent a minor proportion of the total of this type of assets. In addition to the decommissioning timeframe, Naturgy also uses a discount rate in line with the average remaining useful life of these assets. Estimates of decommissioning costs are based on the regulatory and external environment that is known at the current date. 5. Gas procurement contracts Naturgy has long-term natural gas procurement contracts that guarantee security of supply and price stability, which are essential aspects of the energy transition. These contracts were evaluated in the context of the Group's decarbonisation strategy, considering that natural gas continues to be a necessary backup technology for the massive integration of renewable energies into the electricity system. Naturgy also continuously analyses regulatory and market developments in all the geographies where it operates to ensure that these contracts are compatible with emission reduction targets and with the gradual incorporation of renewable gases, such as biomethane and green hydrogen, into its procurement portfolio. 6. Recoverability of deferred tax assets Sufficient taxable profits are expected to be generated within the planning period to ensure the recovery of the deferred tax assets recognised for accounting purposes at 31 December 2025. The recoverability of these assets was estimated using the same judgements and assumptions as for calculating the recoverable amount of non- financial assets. 7. Regulation The Paris Agreement has had a major impact on the development of new climate policies and the adoption of new regulations. Specifically, the EU has approved various regulations in this area, having adopted a binding target of climate neutrality by 2050 in the European Climate Law of 2021, under the umbrella of the European Green Deal of 2019, which constitutes the EU's new growth strategy. Spain has also issued regulations in this area, notably the Climate Change and Energy Transition Law 7/2021; consequently, the regulations in this area are constantly in flux and might have negative effects or offer opportunities for the Group's activities. In relation to the other countries where Naturgy operates, the company complies with energy policy and regulations on climate change, although the EU regulation is by far the most advanced. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 48
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8. Dividend distribution Climate change risks are not expected to affect the Company's capacity to pay dividends to shareholders because of its strong cash flow and existing reserves. In the case of regulated lines of business, a scenario in which the conditions for maintaining the current rate of investment continue to exist is compatible with the levels of dividend payments observed to date. However, in the case of deregulated lines of business, their future capacity to pay dividends is difficult to foresee due to unknown risks and uncertainties that might cause actual results, performance or events to differ substantially from those envisaged in the Group's projections. 9. Physical risks Naturgy recognises the need for constant analysis to provide an exhaustive assessment of the climate resilience of all its assets, while continuing to monitor this issue to ensure that its operations are safe and that the Group's facilities can continue to operate in extreme weather conditions. In this regard, Naturgy continuously assesses the physical risks for each asset (see the assessment of these risks in section E1-9 of the Non-Financial Disclosures and Sustainability Report). The design and construction of Naturgy's assets serve to mitigate physical risks, whether or not related to climate change, and the associated costs are included in the initial recognition of these assets in the consolidated statement of financial position. In addition, the company adopts measures to adapt to the physical risks of climate change, in line with the European Taxonomy, to reduce vulnerability and strengthen the resilience of its existing facilities. In recent years, there have been no weather events with significant repercussions on operations or major financial losses, apart from: • In October 2024, a storm produced extreme rainfall and significant flooding in the Valencia region of Spain, particularly affecting gas distribution networks, which were the most exposed assets. • During much of the summer of 2025, a record wave of forest fires ravaged areas of Galicia, León and Zamora where Naturgy has electricity networks and renewable generation facilities. This made it necessary to cut supplies on a preventive basis, isolate sections of the grid and reconfigure the grid in real time to main the supply. It was also necessary to de-energise facilities, sectorise assets and block key equipment, including hydroelectric power plants in Lugo and wind farms in León and Zamora, to ensure safety and prevent the fires from spreading. In both cases, there were no significant consequences for operations and no physical damage to the Group's assets in those areas, which highlights the facilities' resilience and the effectiveness of the measures to mitigate and adapt to physical climate risks. As a result, these events did not lead to any reassessment of physical risks in the Group's asset impairment tests. Additionally, they did not result in changes in relation to climate change adaptation policy or the assessment of risks associated with extreme rainfall, flooding or fires. In the long term, Naturgy's business portfolio is expected to evolve with the energy transition, considering at all times the energy trilemma: security of supply, accessibility and affordability of energy, and mitigation of environmental impact. Decision-making on the future business portfolio will be guided by the pace of the company's progress as it moves towards meeting the emission reduction targets. Setting the energy system on the path to net zero emissions will require unprecedented, coordinated action between energy suppliers, consumers and, above all, governments. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 49
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Note 3. Operational segment financial information Naturgy's operating segment structure is aligned and coherent with the model for reporting to the Board of Directors, which is responsible for regularly reviewing the results of the segments within the company's operational decision-making process in order to decide on the resources to be allocated to each of them and assess their performance. Operating segments are identified and aggregated by considering material factors, such as the similarity of economic characteristics, the nature of products and services, operating processes, types of customers, distribution methods, and the regulatory environment. On this basis, only those segments that have substantially similar material characteristics and a comparable long-term performance profile, such as to justify their presentation together, are aggregated. During 2025, the Group reviewed the structure of its operating segments taking into account the prevailing geopolitical and climate conditions. This review did not disclose any need to modify the identification or aggregation criteria being applied. As at 31 December 2025, the operating segments are grouped into two large blocks, Distribution Networks and Energy Markets: • Distribution Networks: groups together the business segments devoted to managing regulated gas and electricity distribution and transport infrastructures. The definition of each operating segment within this group is based primarily on geography (country), type of activity, regulatory environment, type of customer and homogeneity of operating processes. – Gas Spain: regulated gas distribution business in Spain. – Gas Mexico: regulated gas distribution and supply in Mexico. – Gas Brazil: the regulated gas distribution and supply in Brazil. – Gas Argentina: regulated gas distribution and supply in Argentina. – Gas Chile: regulated gas distribution and supply in Chile. – Electricity Spain: regulated electricity distribution in Spain. – Electricity Panama: regulated electricity distribution and supply in Panama. – Electricity Argentina: regulated electricity distribution and supply in Argentina. This block also includes a holding company carrying out horizontal activities directly linked to this grouping's businesses. • Energy Markets: includes the deregulated business segments as follows: – Energy Management: This segment groups together activities characterised by operating in deregulated markets: • liquefied natural gas trading and shipping; • procurement and other gas infrastructure management, and supply to energy-intensive consumers; and • management of the Medgaz gas pipeline (equity-accounted). The grouping reflects similarities in risks and returns associated with exposure to market prices, active contract management and a focus on large consumers and energy operators, as well as the integration of the gas value chain in a competitive environment. – Thermal Generation: these segments are mainly defined according to geographical area (Spain and Latin America), the technology used (conventional generation using fossil fuels, nuclear and combined cycles) and the specific regulatory environment in each country. Operational processes and centralised asset management in each geography are also taken into account, allowing for the risks, returns and specific characteristics of each market to be reflected appropriately. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 50
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• Spain: includes management of the conventional thermal generation fleet (which uses fuel for heat generation and which is not covered by a special regime) in Spain (nuclear and combined cycle). • Latin America: includes management of the conventional thermal generation facilities in Mexico, the Dominican Republic and Puerto Rico, the latter being equity-accounted through EcoEléctrica LP. – Renewable Generation: these segments are defined according to geography (Spain, United States, Latin America and Australia), technology (wind, solar, small hydraulic, cogeneration and hydraulic), the regulatory framework, and the degree of development of the projects in each region. This segmentation makes it possible to reflect the differences in the competitive environment, regulatory incentives, and growth opportunities in each market. • Spain: includes management of facilities and generation projects using wind energy, mini hydro, solar and cogeneration, as well as hydroelectric power generation located in Spain, and the development portfolio in other European countries. • USA: includes managing photovoltaic generation projects in operation and under development in the United States of America (USA). • Latin America includes the management of the facilities and renewable electricity generation projects located in Latin America (Brazil, Chile, Costa Rica, Mexico and Panama). • Australia: includes management of the existing renewable power generation fleet and project pipeline in Australia. – Renewable Gases: management of renewable gas projects, mainly biomethane and green hydrogen. The definition of the segment reflects the innovative nature of the activities, the specific regulatory framework and the strategic focus on developing new sustainable energy solutions. – Supply: This segment is defined on the basis of the objective of the main activity, which consists of managing end customers of gas, electricity and services. Factors such as customer type (residential, industrial and commercial), product and service diversification, integration of new technologies and brand development in Spain are taken into account. A holding company carrying out cross-cutting activities directly linked to the grouping's businesses is also included. • Other: basically includes the corporation's operating expenses and other lesser and residual activities. Segment results and investments for the periods of reference are as follows: Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 51
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Segment financial information – Statement of financial position 2025 Networks Markets Rest Eli. TotalGas Spain Gas Mexico Gas Brazil Gas Argentina Gas Chile Elec. Spain Elec. Panama Elec. Argentina Holding and Eli. Total Energy Manage ment Thermal gen. Renewable Generation Renew able gases Supply Holding and Eli. Total Spain LatAm Spain USA LatAm Australia Consolidated net sales 919 798 1,046 598 777 881 975 172 — 6,166 4,316 1,496 780 150 25 157 102 42 6,221 — 13,289 — — 19,455 Net sales between segments 73 — (1) — — 30 — — — 102 1,949 1,141 — 615 — 8 1 1 942 (3,902) 755 — (857) — Net sales 992 798 1,045 598 777 911 975 172 — 6,268 6,265 2,637 780 765 25 165 103 43 7,163 (3,902) 14,044 — (857) 19,455 Procurements (94) (495) (668) (320) (399) — (704) (98) (2,778) (5,369) (1,606) (444) (56) — (42) (1) (29) (6,278) 3,897 (9,928) — 857 (11,849) Personnel expenses, net (51) (24) (22) (38) (29) (55) (10) (12) (13) (254) (44) (67) (22) (53) (6) (16) (6) (11) (87) (19) (331) (47) — (632) Other operating income/ expenses / grants / gains and losses on disposals of fixed assets (91) (34) (67) (93) (45) (115) (51) (18) (12) (526) (37) (401) (40) (234) (8) (25) (25) (7) (263) (23) (1,063) (51) — (1,640) Gross operating profit 756 245 288 147 304 741 210 44 (25) 2,710 815 563 274 422 11 82 71 (4) 535 (47) 2,722 (98) — 5,334 Depreciation, amortisation & impairment losses (255) (59) (50) 18 (56) (281) (61) (1) — (745) (93) (138) (64) (293) (4) (34) (51) (4) (150) — (831) (36) — (1,612) Impairment due to credit losses (2) (9) (15) (7) — (2) (8) (2) 1 (44) — (9) — (1) — — — — (86) — (96) 1 — (139) Other results — — — — 19 — — — (9) 10 (16) — — 1 — 4 — — — — (11) (2) — (3) Operating results 499 177 223 158 267 458 141 41 (33) 1,931 706 416 210 129 7 52 20 (8) 299 (47) 1,784 (135) — 3,580 Net financial income/(expense) (114) (44) (13) 6 (15) (153) (71) (10) (34) (448) (19) 29 (10) (74) (12) 202 (59) (1) 18 (239) (165) 1,492 (1,383) (504) Results of equity-consolidated companies — 7 — — 33 2 — — — 42 26 — 72 2 — — — — — — 100 — — 142 Income tax (105) (44) (63) (47) (77) (78) (24) (9) (17) (464) (117) (110) (61) (10) (17) — — 2 (74) 3 (384) 15 — (833) 2024 Networks Markets Rest Eli. TotalGas Spain Gas Mexico Gas Brazil Gas Argentina Gas Chile Elec. Spain Elec. Panama Elec. Argentina Holding and Eli. Total Energy Manage ment Thermal gen. Renewable Generation Renew able gases Supply Holding and Eli. Total Spain LatAm Spain USA LatAm Australia Consolidated net sales 903 671 1,502 642 857 818 1,006 223 — 6,622 4,441 903 775 123 11 147 47 45 6,152 1 12,645 — — 19,267 Net sales between segments 84 — — — — 33 — — — 117 1,445 841 — 647 — 8 2 1 978 (2,433) 1,489 — (1,606) — Net sales 987 671 1,502 642 857 851 1,006 223 — 6,739 5,886 1,744 775 770 11 155 49 46 7,130 (2,432) 14,134 — (1,606) 19,267 Procurements (54) (346) (1,116 ) (346) (335) — (705) (108) — (3,010) (4,875) (1,103) (390) (50) — (23) (1) (36) (6,112) 2,422 (10,168) — 1,613 (11,565) Personnel expenses, net (80) (21) (19) (51) (27) (55) (10) (23) (17) (303) (31) (65) (20) (44) (5) (15) (5) (9) (83) (17) (294) (46) — (643) Other operating income/ expenses / grants / gains and losses on disposals of fixed assets (90) (30) (69) (109) (47) (126) (53) (29) (1) (554) (228) (297) (42) (231) 1 (29) (7) (8) (287) (2) (1,130) (3) (7) (1,694) Gross operating profit 763 274 298 136 448 670 238 63 (18) 2,872 752 279 323 445 7 88 36 (7) 648 (29) 2,542 (49) — 5,365 Depreciation, amortisation & impairment losses (259) (63) (52) 23 (57) (269) (59) (1) — (737) (86) (128) (77) (238) (14) (32) (30) (4) (140) — (749) (38) — (1,524) Impairment due to credit losses (2) (10) (15) (7) — 2 (13) (2) — (47) 40 (18) (1) (3) — — — (1) (77) — (60) 17 — (90) Other results — — — — 42 — — — (9) 33 (235) — — — — — — — — — (235) — — (202) Operating results 502 201 231 152 433 403 166 60 (27) 2,121 471 133 245 204 (7) 56 6 (12) 431 (29) 1,498 (70) — 3,549 Net financial income/(expense) (94) (53) (2) (21) 23 (158) (79) (19) (28) (431) (74) (17) 2 (65) (3) 141 (38) (2) 15 (182) (223) 1,136 (947) (465) Results of equity-consolidated companies — 2 — — 23 1 — — — 26 33 — 64 (3) — — — — — — 94 — — 120 Income tax (110) (50) (71) (29) (118) (61) (29) (19) 5 (482) (104) (33) (77) (17) 5 6 (16) 3 (132) 3 (362) 9 — (835) Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 52
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Segmental financial information – Assets, liabilities and investments 2025 Networks Markets Rest Eli. TotalGas Spain Gas Mexico Gas Brazil Gas Argentina Gas Chile Elec. Spain Elec. Panama Elec. Argentina Holding and Eli. Total Energy Manag ement Thermal gen. Renewable Generation Rene wable gases Supply Holding and Eli. Total Spain LatAm Spain USA LatAm Australia Operating assets (a) 2,663 820 836 410 1,713 5,650 1,583 104 9 13,788 2,035 1,997 1,018 5,186 786 397 1,667 38 1,330 (621) 13,833 148 (208) 27,561 Investments under equity method — 10 — — 56 8 — — — 74 150 7 266 57 — — — — — 1 481 4 — 559 Operating liabilities (a) 683 99 333 127 90 1,238 295 39 134 3,038 1,412 1,204 172 669 241 35 44 10 1,138 (575) 4,350 328 (210) 7,506 Investment in intangible assets (b) 20 23 67 33 — 45 1 23 — 212 10 4 1 13 — 2 — — 163 — 193 13 — 418 Invest. in property, plant & equipment (c) 108 60 — 5 52 399 163 — — 787 — 143 26 464 147 16 129 2 2 — 929 5 — 1,721 2024 Networks Markets Rest Eli. TotalGas Spain Gas Mexico Gas Brazil Gas Argentina Gas Chile Elec. Spain Elec. Panama Elec. Argentina Holding and Eli. Total Energy Manage ment Thermal gen. Renewable Generation Renew able gases Supply Holding and Eli. Total Spain LatAm Spain USA LatAm Australia Operating assets (a) 2,796 784 833 413 1,774 5,507 1,713 109 11 13,940 2,760 1,688 1,227 4,923 804 740 1,626 39 1,487 (754) 14,540 213 (263) 28,430 Investments under equity method — 4 — — 39 6 — — — 49 247 7 277 61 — — — — — 1 593 5 — 647 Operating liabilities (a) 689 88 345 127 171 1,287 298 49 141 3,195 1,313 1,022 167 562 144 61 88 13 1,293 (721) 3,942 378 (261) 7,254 Investment in intangible assets (b) 14 6 56 25 — 41 1 21 — 164 7 4 1 10 — 1 — 1 143 — 167 9 — 340 Invest. in property, plant & equipment (c) 107 59 — 4 51 400 134 — — 755 1 126 45 434 240 7 305 2 3 — 1,163 7 — 1,925 (a) There follows a reconciliation of “Operating assets” and “Operating liabilities” with consolidated “Total assets” and “Total liabilities”, respectively. (b) Includes the investment in "Intangible assets" (Note 5), broken down by operating segment (c) Includes the investment in "Property, plant and equipment" (Note 6), broken down by operating segment. 2025 2024 2025 2024 Operating assets 27,561 28,430 Operating liabilities 7,506 7,254 Goodwill 2,894 2,948 Equity 11,373 11,653 Investments carried under the equity method 559 647 Non-current financial liabilities 13,992 15,095 Non-current financial assets 408 419 Deferred tax liabilities 1,925 1,945 Deferred tax assets 1,858 2,009 Current financial liabilities 2,771 2,927 Non-current assets held for sale (Note 11) 363 — Liabilities related to non-current assets held for sale (Note 11) 310 — Derivative financial instruments (Note 10) 500 127 Derivative financial instruments (Notes 19 and 20) 490 1,192 Public administrations (Note 10) 251 117 Dividends payable (Note 19) 19 19 Current tax assets 45 42 Public administrations (Note 20) 537 540 Other current financial assets 305 471 Current tax liabilities (Note 20) 178 211 Cash and cash equivalents 4,357 5,626 Total equity and liabilities 39,101 40,836 TOTAL ASSETS 39,101 40,836 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 53
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Reporting by geographic area Naturgy's assets, which include operating assets in line with the criterion applied in the above breakdown and investments recorded using the equity method, are as follows based on their location: 31.12.2025 31.12.2024 Spain 18,141 18,360 Latin America 7,213 7,913 Argentina 514 522 Brazil 929 931 Chile 1,838 2,214 Mexico 1,913 2,049 Panama 1,619 1,755 LatAm Rest 400 442 Rest of Europe 313 374 Other 2,453 2,430 Australia 1,667 1,626 USA 786 804 Total 28,120 29,077 Naturgy's investments in property, plant and equipment and other intangible assets, as described above, assigned according to the location of the assets, are as follows: 31.12.2025 31.12.2024 Spain 1,393 1,310 Latin America 470 410 Panama 164 135 Mexico 124 116 Brazil 68 57 Chile 52 51 Argentina 61 50 LatAm Rest 1 1 Other 276 545 Australia 129 305 USA 147 240 Total 2,139 2,265 Revenue by geographical area is detailed in Note 22. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 54
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Note 4. Non-financial asset impairment losses 4.1 Definition of Cash Generating Units As at 31 December 2025, the Cash Generating Units (CGUs) are the same as at 31 December 2024, as follows: • Networks – Gas networks Spain: This is a single CGU as the development, operation and maintenance of the gas distribution network are managed jointly. – Electricity networks Spain: This makes up a single CGU since the network comprises a group of interrelated assets the development, operation and maintenance of which are managed jointly. – Networks Latin America: A CGU is understood to exist for each business and country in which there are operations since the businesses are subject to different regulatory frameworks. It includes the regulated gas distribution business in Argentina, Brazil, Chile and Mexico, and the regulated electricity distribution business in Argentina and Panama. • Markets – LNG and Markets and Procurement: A single CGU is considered to exist as the sale of liquefied natural gas and maritime transport are both managed on a global scale, as are procurement and other gas infrastructures, and sales to large energy-intensive consumers. – Gas pipelines: Includes the CGU that manages the Medgaz pipeline. – Thermal generation Spain: A single CGU is considered to exist for thermal power generation in Spain (nuclear and combined cycle). – Thermal generation Latin America: A thermal power generation CGU is understood to exist in each country in which there are operations (Mexico, Dominican Republic and Puerto Rico) since the businesses are subject to different regulatory frameworks and are managed independently. – Renewable Generation Spain: One CGU is considered for renewable electricity generation (wind, mini- hydro, solar and cogeneration) and another CGU for hydroelectric power generation. – Renewable Generation United States: The assets in the country whose cash flows can be separately identified are considered to be CGUs. – Renewable Generation Latin America: A renewable power generation CGU is understood to exist in each country in which there are operations (Brazil, Costa Rica, Mexico, Panama and Chile) since the businesses are subject to different regulatory frameworks and are managed independently. – Renewable Generation Australia: The assets in the country whose cash flows can be separately identified are considered to be CGUs. – Renewable Gases: This is treated as a CGU that manages renewable gas projects. – Supply: Supply of natural gas, electricity and services is managed on a comprehensive basis, maximising the value of the portfolio by focusing on customers and with high potential for growth in services and solutions, for which there is a single CGU. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 55
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4.2 Information on impairment tests performed The Group analyses the value of non-financial assets to determine any impairment losses when there are indications that their carrying amount may not be recoverable, and it performs annual impairment tests for goodwill and intangible assets with indefinite lives or that are not available for use. Naturgy assessed the recoverable value of the CGUs based on the 2025-2027 Strategic Plan and the changes in the energy situation and the regulations since the Plan was approved by the Board of Directors on 18 February 2025; the Plan envisages continuing to invest in the energy transition, allocating the main investments to renewable generation, electricity grids and renewable gases. The time-frame of the projections has been extended to 10 years or the remaining useful life for certain assets and concessions. When estimating cash flows, various potential future scenarios have also been considered if they provide more meaningful information for representing expected economic conditions. Impairment tests focused particularly on identifying and assessing geopolitical risks and uncertainties, as well as risks arising from climate change and the energy transition, due to their potential impact on asset recoverability. Both aspects are discussed in detail in Notes 2.4.25.j (Geopolitical risks and uncertainties) and 2.4.25.k (Climate change and energy transition), which should be consulted for further information. – Geopolitical risks and uncertainties: Estimated cash flows consider the effects of developments in international energy markets, price volatility, regulation and trade restrictions, as well as the perception of country and sector risk, which particularly affect discount rates and growth assumptions. Moreover, trends in significant economic parameters, such as inflation and interest rates in each country where the Group operates, were taken into account. – Climate change and energy transition risk: The impairment tests reflect Naturgy's strategic positioning in the energy transition and decarbonisation, considering t h e o b j e c t i v e s o f t h e C l i m a t e T r a n s i t i o n P l a n a n d i n t e r n a t i o n a l c o m m i t m e n t s . P h y s i c a l a n d t r a n s i t i o n r i s k s , C O ₂ p r i c e pathways, regulatory and technological developments, and potential effects on asset useful lives and recoverable values were taken into account. It should be noted that the Consolidated Sustainability Report and Non-Financial Information Statement presents some theoretical temperature scenarios requested by the ESRS in relation to climate risks and their effects on long- term climate change in 2030, 2040 and 2050, with the sole aim of demonstrating the effects on the Group's performance in such circumstances and conditions in the years indicated. In any case, the scenario that coincides with the Group's vision is the one considered for the preparation of impairment tests, which includes all the issues detailed in note 2.4.25.k Climate change and energy transition. In particular, the assumptions regarding the price trend used in the projections are in line with the energy transition, and the projected cash flows take into account greenhouse gas emission reduction targets as well as the impacts of climate change on the recoverability of non-financial assets. Aspects of the projections used The most sensitive aspects of the projections used are as follows: • Electricity networks Spain: – Remuneration. Amount and growth of remuneration. In relation to the regulatory framework, the future cash flows of these business lines were reviewed taking into account the publications by the regulator described in Appendix IV with regard to the remuneration methodology for the regulated electricity distribution activity. On 22 December 2025, the CNMC approved the following circulars, which come into force on 1 January 2026 and will apply to the 2026-2031 regulatory period: Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 56
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• Circular 8/2025, establishing the methodology for calculating electricity distribution remuneration in Spain for the 2026-2031 regulatory period. The methodology incorporates measures aimed at increasing efficiency, improving quality, reducing losses and promoting electrification. Investment limits are aligned with those set by the government, remunerating audited investments up to 0.13% of GDP. • Circular 9/2025, amending the methodology established in Circular 2/2019 for calculating the financial remuneration rate for regulated electricity transmission and distribution activities, as well as the regasification, transportation and distribution of natural gas. It also set the financial remuneration rate applicable to electricity transmission, system operation and distribution activities for the period 2026-2031 at 6.58%, an increase of 100 basis points on the previous. – Operating and maintenance costs. Estimated on the basis of the historical cost of the managed network. – Investments. Considering the investments required to keep the network in working order and guarantee supply quality, as well as the digitalisation of electricity networks and the estimated investment in line with industry requirements. • Networks Latin America: For the gas network CGUs in Brazil, Chile, Argentina and Mexico and electricity network CGUs in Argentina and Panama: – Variations in tariffs. Valuation of tariffs in each country, based on existing regulatory conditions and both current and expected rate reviews, taking into account the experience gained from previous rate reviews in each country. The regulatory situation of the Group's gas and electricity distribution companies in Latin America is detailed in "Appendix IV. Regulatory Framework, section 3.1.4. The main considerations are described below: • Gas networks in Brazil. On 1 January 2025, the new tariffs for CEG and CEG RIO came into effect, with adjustments in line with the annual inflation index of IGP-M (+6.33%) in accordance with the deliberations of 23 December 2024. Following the agreement reached in connection with the 4th Integrated Tariff Review (RTI) in 2024, negotiations resumed for the 5th RTI (period 2023-2027), which is currently in the phase of analysing the remuneration rate and asset base. With regard to the San Paulo Sul concession, the five-year review scheduled for May 2025 was postponed by the regulator in April 2025 and had not been concluded as at 31 December 2025. • Gas Networks Argentina: As a continuation of the tariff review process for the period 2025-2029, which began in August 2024, ENARGAS published Resolutions 263/2025 and 264/2025 in April 2025, approving the Five-Year Tariff Review (2025-2029) and the tariff schedules for Naturgy BAN, S.A. and Naturgy NOA, S.A. These resolutions entail tariff increases of 14.92% for Naturgy BAN, S.A. and 2.57% for Naturgy NOA, S.A., applicable in 31 monthly instalments starting on 1 May 2025. Following the publication of resolutions determining monthly tariff adjustments in the first half of the year in accordance with the indices established by Enargas in the Five-Year Tariff Review (RQT), resolutions were approved on a monthly basis during the second half of the year to update the tariff tables in accordance with the formula defined in the RQT. In the case of the projections for Gas Distribution Argentina, despite the approval of the Tariff Review, different scenarios have been considered, basically involving monthly adjustments for inflation, given that the economic environment may influence these adjustments. – Cost of raw materials and consumables. Estimated using predictive models developed on the basis of knowledge of the energy markets in each country, considering also the regulations for distributors detailed in Annex IV. – Operating and maintenance costs. Estimated on the basis of the historical cost of the managed network. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 57
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– Investments. Taking into account the investments required to keep the network in working order and guarantee supply quality and security. • Thermal generation Spain: The assumptions and projections for this CGU consider the possible impacts of the energy transition and the increased use of renewable energy sources, although they contemplate the need for all the installed capacity of the combined cycle units within the horizon of the projections (2034), as envisaged in the PNIEC 2023-2030. In the case of nuclear power plants, Naturgy considers the Decommissioning Protocol signed in 2019 with Enresa, Spain's national radioactive waste company, which establishes a schedule for the progressive closure of all nuclear power plants in line with the energy transition to renewable sources and the decarbonisation objective for 2050; their output up to the point of decommissioning is considered in the impairment test. The assumptions taken into consideration are the following: 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 Pool price €/MWh (*) 63.8 56.2 55.1 68.2 73.4 74.9 81.4 83.0 85.0 84.9 Brent (USD/bbl) (*) 69.2 61.9 62.2 69.0 70.0 70.0 89.4 90.5 91.6 93.6 Gas Henry Hub (USD/MMBtu) (*) 3.5 4.2 4.0 3.6 3.6 3.6 4.3 4.3 4.4 5.2 PVB (€/MWh) (*) 37.0 25.8 24.6 26.5 26.5 26.5 27.7 28.9 28.7 30.3 CO2 €/t (*) 73.8 83.2 85.6 77.4 89.1 93.1 98.4 103.7 126.2 136.7 (*) Estimated amounts at the date of the test. The most sensitive aspects that are included in the estimate of the recoverable amount determined according to the value in use and applying the methodology detailed in Note 2.4.6 are the following: – Electricity generated. Demand trends were estimated based on analyst projections, considering also the existing contracts with Naturgy's supply companies. The share was estimated on the basis of Naturgy's market share in each technology and the expected trend in each technology’s share of the total market, in line with the expected future evolution of the generation mix, maintaining the projected decline in thermal output, offset by the creation of a capacity market within the Spanish mainland electricity system that remunerates firm capacity (currently in the process of being established). In the short term, following the blackout in the Spanish mainland electricity system on 28 April 2025 (“apagón”), consideration has been given to the role that combined cycles are playing in ensuring security of supply. – Electricity price. Market electricity prices were calculated using models that cross expected demand with supply forecasts, taking into account the foreseeable evolution of generation capacity in Spain, based on industry forecasts, trends in the energy scenario on the basis of futures curves, and analysts’ forecasts. The estimates also include the impact of existing contracts with the Group's supply companies. – Fuel costs. Estimated on the basis of market prices. – Operating and maintenance costs. These costs were estimated on the basis of the historical costs of managed facilities and the business plans of the nuclear power plants. – The following were also considered: • The Electricity Market Reform Regulation and Directive presented by the Commission on 14 March 2023, which envisages, among other matters, fostering forward contracts, PPAs and contracts for differences for new investments in generating capacity, making capacity mechanisms permanent, providing greater system flexibility using demand-side management and storage, as well as measures to be adopted by member states in the event of a crisis and greater protection for end consumers. • The extension of existing PPAs with the group's supply companies to cover nuclear generation facilities. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 58
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• The costs of the 7% tax on the value of electricity production and the unit values for financing the energy subsidy ("bono social"). • The approval of Royal Decree 589/2024 for nuclear generation facilities, which increases the amount payable to ENRESA as a consequence of the construction of decentralised temporary storage facilities (ATD). To date, Naturgy has elected not to perform temporary closures of the ten combined cycle plants that were authorised following the Supreme Court ruling in 2023 and, therefore, this was not considered in the 2025 impairment test update. • Thermal generation Latin America: For thermal electricity generation CGUs in Mexico and the Dominican Republic: – Thermal generation in Mexico is carried out over most of the plants' useful lives under PPAs based on stable business models that are not at risk of fluctuation on the basis of market variables. In the Dominican Republic and Mexico, upon termination of the contracts, energy prices are set based on the market and are estimated on the basis of developments in the country's energy situation, including the foreseeable evolution of the generating fleet, taking account of expected supply and demand, and production costs. – Operating and maintenance costs. Estimated from historical costs of the managed fleet. – The update of the recoverable amount of the Mexican combined cycle plants considers several scenarios, including an increase in development permits for renewable energy facilities, which will affect the market price used in the projections at the end of the long-term PPAs with the Federal Electricity Commission (CFE). – The delivery of emission allowances equivalent to the tonnes of CO2 emitted. Until 2026, the allocation of allowances free of charge, as provided in the draft Emission Trading System Rules, is assumed to cover emissions projected on the basis of production projections. From 2027 onwards, although the criteria for the allocation of allowances free of charge and the necessary emissions reduction pathway have not yet been defined, it is expected that the emissions generated will be covered by the free allocation and, when this is not sufficient or the free allocation is discontinued, CO2 costs are expected to be passed through into selling prices as an additional operating cost, similar to the case in the European market. In the case of the Puerto Rico Generation CGU: – The main estimates considered in the generated flows relate to the contract with Puerto Rico Electric Power Authority (PREPA), which will remain in force until the end of 2032. • Renewable Generation Spain: The assumptions and projections affecting the Renewable power generation and Hydroelectric power generation CGUs are based on the best forward-looking information available to date. In the case of Renewable Electricity Generation Spain, fair value less selling costs is considered to be the best estimate of recoverable value. Therefore, its valuation includes the necessary flows that market participants would take into account when setting the value of the CGU using the present value technique and, for certain assets, comparable market values. Fair value was determined based on external sources of information and the company's estimate is, therefore, a level 3 estimate. The assumptions regarding pool price trends in the Renewable Electricity Generation and Hydroelectric Electricity Generation CGUs are the same as those considered in the Thermal Generation Spain CGU. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 59
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The most sensitive matters included in the impairment test are as follows: – Electricity generated. • For the renewable power generation CGU, projections of hours of operation of each park consistent with their historical output, and predictions based on historical records of similar parks have been used when there were no historical data. In addition, the increase in output due to plans to hybridise and repower existing facilities has been taken into account. • For the hydroelectric power generation CGU, trends in precipitation and their impact on river flows and, therefore, on production are taken into account. – Electricity price. Market electricity prices were calculated using models that cross expected demand with supply forecasts, taking into account the foreseeable trend in generating capacity in Spain, based on industry forecasts, the trend in the energy situation on the basis of futures curves, and analysts’ forecasts. The estimates also include the impact of existing contracts with the Group's supply companies. – Remuneration. • For facilities in the renewable generation CGU that are entitled to specific remuneration, the remuneration has been estimated on the basis of the regulated revenue period. Specifically, Order TED/741/2023 was considered, which updated the remuneration parameters for standard facilities that are applicable to certain facilities that generate electricity from renewable sources, cogeneration and waste, for the purposes of their application to the 2023-2025 regulatory semi-period. The order updating the remuneration parameters applicable in the 2026-2031 regulatory period was published on 27 January 2026. • In the specific case of cogeneration facilities, the methodology for updating the remuneration for the operation of electricity generation facilities whose operating costs depend essentially on the price of fuel is considered. – Operating and maintenance costs. These were estimated from historical costs of the managed fleet and existing contracts. – Investments. The investments necessary to keep the facilities in working order are considered; in the case of Renewable Electricity Generation, they are included in the cash flows of new projects available for development, repowering, storage and hybridisations, as well as the value of the generation capacity of new renewable generation projects. – The following factors are also considered: • The projected flows include an estimate of the costs of the 7% tax on the value of electricity production and the unit values for financing the energy subsidy ("bono social"). • Existing sales contracts with the Group's supply companies. • The regulations governing water in hydroelectric reservoirs. • Renewable Generation United States: Since 2021, the company has been managing a portfolio of projects based on solar technology and storage systems that it acquired in that year and continues to hold. At 2025 year-end, two solar farms are in operation: 7V Solar Ranch (302 MW) and Grimes (262 MW). The Mark Center (124.5 MW) plant is expected to become operational next year. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 60
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As indicated in “Annex IV. Regulatory Framework”, the arrival of the new administration in January 2025 led to significant legislative changes in the first part of the year, aimed at protecting local manufacturing industry and relaxing the country's commitments to fight climate change. In this context, the impact of these measures on projects under construction and in development was reviewed. No material impact is expected in the case of Mark Center, except for additional costs arising from components not purchased from local suppliers. To mitigate this effect, acquisitions have been planned according to the established tariff exemption windows. At the same time, a programme has been approved for the sale of projects in the development pipeline. The regulatory environment continues to show a high level of uncertainty, shaped by the introduction of new tariffs and restrictions on non-local suppliers; these factors particularly affect projects in the development phase (Note 10). As part of the management and divestment process, a comprehensive analysis of the portfolio in 2025 led to the recognition of impairment on certain assets due to difficulties in interconnecting projects and obtaining permits. At the same time, impairment that had been recognised in previous years was reversed due to improved price expectations. • Renewable Generation Latin America: Includes the Brazil, Costa Rica, Mexico, Panama and Chile electricity generation CGUs. The most sensitive matters included in the impairment test are as follows: – Electricity price: Renewable electricity generation in Latin America is managed under PPAs based on stable business models that are not at risk of fluctuation on the basis of market variables. – Operating and maintenance costs. Estimated on the basis of historical costs and of best forecasts when no historical data are available. – Since Renewables Chile returned to the short-term market based on authorisation by the National Electricity Coordinator in June 2023, the company has been operating normally in the market and fulfilling its PPAs with the distribution companies. Nevertheless, limitations in the transmission networks and the different composition of the generation mix between the nodes where the Group injects energy and those where it has sales commitments with distributors continue to negatively impact the company's margins. This situation makes it difficult to meet its obligations to creditors, so steps have been taken to sell the Cabo Leones and San Pedro projects (Note 10). In this situation, the assumptions made in the impairment test for 2024 are maintained and no scenarios are envisaged that could lead to a significant increase in the impairment already recognised for this company's assets. • Renewable Generation Australia: – Over most of the plants' useful life, electricity output is sold under PPAs based on stable business models that are not at risk of fluctuation on the basis of market variables. Upon termination of the contracts, energy prices are set based on the market and are estimated on the basis of developments in the country's energy situation, including the foreseeable evolution of the generating fleet and taking into account expected supply and demand, and production costs. – Operating and maintenance costs. Estimated on the basis of historical costs and of best forecasts when no historical data are available. • Supply: – Supply margin. Forecasts concerning trends in customer numbers and demand were used, considering unit margins of the contracts in place and estimates of these figures in contract renewals. – The projected flows include: Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 61
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• The unit values for financing the energy subsidy (“bono social”). • The ban on cutting off gas and electricity supplies to vulnerable customers is maintained until 31 December 2026. In the case of LPG distribution assets, a fair value estimate was used to determine the recoverable amount. Discount rates and growth rates used The pre-tax discount rates used in the impairment tests carried out in 2025 and 2024 are as follows: Discount rate 2025 2024 Networks Electricity Networks Spain 6.8 % 6.8 % Gas and Electricity Networks Latin America 10.9% - 22.1% 10.3% - 22.1% Gas Networks Argentina 16.6 % 22.1 % Markets Thermal Generation Spain 8.2 % 8.5 % Thermal Generation Latin America 9.8% - 13.1% 9.5%-12.9% Renewable Generation Spain 6.9% 7.0 % Hydroelectric Generation Spain 7.2 % 7.3 % Latin America Renewables 11.3% - 18.2% 10.9%-18.1% Australia Renewables 9.2 % 9.1 % USA Renewables 7.7 % 7.4 % Renewable Gases 7,8 % - 8,6 % 8.4 % Supply 7.1 % 7.6 % (1) Rate determined in USD Growth rates, determined as indicated in Note 2.4.6, in the impairment tests performed in 2025 and 2024 were as follows: Growth rate 2025 2024 Networks Electricity Networks Spain 2.0 % 2.0 % Gas and Electricity Networks Latin America 2% - 6.5% 1.6%-7.9% Gas Networks Argentina 6.5 % 7.9 % Markets Thermal Generation Spain 2.0 % 1.9 % Thermal Generation Latin America 2.7 % 1.8 % Renewable Generation Spain 2.0 % 1.9 % Hydroelectric Generation Spain 2.0 % 1.9 % Latin America Renewables 2.7%- 3.6% 1.8% - 2.9% Australia Renewables 2.1 % 2.5 % USA Renewables 2.7 % 1.8 % Renewable Gases 2.0% 1.9 % Supply (0.04) % (0.1) % 4.3 Results of the impairment tests As a result of the impairment tests carried out in 2025 and 2024, the recoverable amounts, calculated according to the methodology described in Note 2.4.6, exceeded the carrying amounts recognised in these consolidated annual accounts except for: Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 62
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2025 Net reversals of impairment were recognised in the amount of Euros 11 million under "Depreciation, amortisation and impairment losses" (Note 28) as follows: – Gas distribution Argentina: A net reversal of Euros 30 million was recognised in the Gas Distribution Argentina CGU. This amount reflects the effect of the improvement in cash flow projections resulting from tariff revisions, which have led to the partial recovery of the value of previously impaired assets. Consequently, impairment recognised in connection with intangible assets under "Impairment reversal/(losses)" was reversed (see Note 5). The value of the Gas Distribution Argentina CGU, determined according to its value in use based on the tariff revision scenarios considered, is Euros 275 million. – Renewable generation Spain The Renewable Generation Spain CGU recognised impairment losses on assets totalling Euros 56 million, of which Euros 6 million relate to intangible assets and Euros 50 million to property, plant and equipment, broken down as follows: ▪ Euros 21 million for suspension of the development of a wind farm after the discovery of archaeological remains made it unviable; ▪ Euros 16 million relating to wind and photovoltaic projects under development that were rejected due to being economically unviable; ▪ Euros 15 million for the assessment of the impact of a court ruling declaring a wind farm that had been operating since 2010 to be illegal (Note 36); ▪ Euros 3 million due to additional appeals regarding permits granted to wind farms in Galicia (Note 36); and ▪ Euros 1 million of impairment of projects in the portfolio in Europe, following the termination of prospecting (to search for new projects) and co-development agreements, and the French market's lack of interest in small projects, which significantly reduces the chances of sale. – Renewable Generation United States: The various projects in the pipeline were evaluated and impairment of Euros 23 million was recognised under "Impairment (losses)/reversal" of property, plant and equipment (Note 6), associated with acquired projects that are not expected to be executed, mainly due to difficulties with interconnection and permitting. In addition, impairment was reversed in the amount of Euros 38 million due to an improvement in cash flow projections, mainly as a result of price expectations for two plants being better than initially projected, which was recognised under "Impairment (losses)/Reversal" in the amount of Euros 25 million for intangible assets (Note 5) and Euros 13 million for property, plant and equipment (Note 6). The value of the Thermal Generation USA CGU, determined based on its value in use, is Euros 668 million. 2024 Impairments were reversed for a net amount of Euros 18 million under "Depreciation, amortisation and impairment losses" as follows: – Gas distribution Argentina: Euros 38 million of the impairment recognised for intangible assets in 2020 under "Impairment reversal/ (losses)" (Note 5) was reversed, mainly due to the estimated impacts of the tariff revisions included in the cash flow projections. The value of the Gas Distribution Argentina CGU, determined according to its value in use based on the tariff revision scenarios considered, is Euros 221 million. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 63
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– Thermal Generation Spain Impairment in the amount of Euros 11 million was recognised for property, plant and equipment under "Depreciation, amortisation and impairment losses" (Note 6). This arose basically as a result of problems in the operation of a facility, which led to the recognition of impairment of assets at both the facility and CGU level; impairment was reversed due to the improvement in projected cash flows, basically caused by expectations of the creation of a capacity market in the Spanish mainland electricity system that will remunerate firm capacity (see Appendix IV Regulatory framework, item 2.2.4.1). The value of the Thermal Generation Spain CGU, determined based on its value in use, is Euros 1,036 million. – Renewable generation Spain Impairment amounting to Euros 5 million was recognised in the Renewable Generation Spain CGU under "Impairment (losses)/reversal" for property, plant and equipment (Note 6) due to assessment of the impact if the appeals against the permits for several wind farms under construction are upheld. – Renewable Generation United States: The various projects in the pipeline were evaluated and an impairment of Euros 4 million was recognised, of which Euros 1 million relates to intangible assets (Note 5) and Euros 3 million to property, plant and equipment (Note 6), associated with acquired projects that are not expected to be executed, mainly due to difficulties with interconnections and permitting. 4.4 Sensitivity analysis A sensitivity analysis has been carried out for the results of the impairment tests described. The following variations in the key assumptions for each of them have been considered separately, with the following result: 2025 Thermal generation Spain: the result of the sensitivity analysis is as follows: – a 50 basis point increase in the discount rate would entail impairment of Euros 27 million. – a decrease in the growth rate of 50 basis points would not entail any impairment. – a 5% decrease in electricity output would entail impairment of Euros 215 million. – a € 1/MWh decrease in the average electricity price over the remaining life of the facility together with the related variation in the cost of gas and CO2 would entail impairment of Euros 24 million. Hydroelectric generation Spain: the result of the sensitivity analysis is as follows: – an increase in the discount rate of 50 basis points would not entail any impairment. – a decrease in the growth rate of 50 basis points would not entail any impairment. – a decrease in electricity output of 5% would not entail any impairment. – a €1/MWh decrease in the average electricity price over the remaining life of the facility would entail a Euros 12 million reduction in the CGU's fair value but would not give rise to impairment. Renewable Electricity Generation Spain: the result of the sensitivity analysis is as follows: – an increase in the discount rate of 50 basis points would not entail any impairment. – a decrease in electricity output of 5% would not entail any impairment. – a €1/MWh decrease in the average electricity price over the remaining life of the facility would entail a Euros 61million reduction in the CGU's fair value but would not give rise to impairment. – an increase in operating and maintenance costs of 5% would not entail impairment. – an increase of 5% in the capital cost would not entail impairment. Gas distribution networks Argentina: the result of the sensitivity analysis is as follows: – a 50 basis point increase in the discount rate would entail impairment of Euros 5 million. – a 50 basis point decrease in the growth rate would entail impairment of Euros 2 million. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 64
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– a 5% decrease in the tariff/remuneration trend would entail impairment of Euros 15 million. – a 5% increase in operating and maintenance costs would entail impairment of Euros 4 million. – a 5% increase in investments would entail impairment of Euros 5 million. Thermal Generation Mexico: The result of the sensitivity analysis is as follows: – an increase in the discount rate of 50 basis points would not entail any impairment. – a decrease in the growth rate of 50 basis points would not entail any impairment. – a decrease of 5% in the electricity sale price would not entail any impairment. Renewable Generation United States: The result of the sensitivity analysis is as follows: – an increase in the discount rate of 50 basis points would not entail any impairment. – an increase of 5% in the construction cost would not entail impairment. – a decrease of 5% in the electricity sale price would not entail any impairment. Renewable Generation Brazil: The result of the sensitivity analysis is as follows: – an increase in the discount rate of 50 basis points would not entail any impairment. Renewable Generation Panama: The result of the sensitivity analysis is as follows: – a 50 basis point increase in the discount rate would entail impairment of Euros 3 million. Renewable Generation Costa Rica: The result of the sensitivity analysis is as follows: – an increase in the discount rate of 50 basis points would not entail any impairment. Other CGUs For the remaining CGUs, Naturgy has carried out a sensitivity analysis of the unfavourable variations which, drawing on historical experience, may reasonably impact the aforementioned sensitive parameters on which the recoverable amounts have been determined. Specifically, the most significant sensitivity analyses performed were as follows: Increase Decrease Discount rate 50 basis points. — Growth rate — 50 basis points. Electricity generated — 5 % Electricity price — 5 % Fuel and procurement costs 5 % — Tariff/remuneration performance — 5 % Operating and maintenance costs 5 % — Investments 5 % — These sensitivity analyses performed independently for each basic scenario would not alter the conclusions reached regarding the recoverable amount being greater than the net carrying amount of each of these CGUs. In fact, based on the evolution of energy variables and remuneration models in line with historical experience, no variations entailing additional impairment have been identified. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 65
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Note 5. Intangible assets The changes in intangible assets in 2025 and 2024 are as follows: IFRIC 12 concessions Other concessions and similar Computer software Other intangible assets Subtotal Goodwill Total Gross cost 1,910 1,341 1,245 1,325 5,821 2,930 8,751 Accumulated depreciation (947) (23) (924) (697) (2,591) — (2,591) Impairment losses (180) — — (11) (191) — (191) Carrying value as at 31.12.2023 783 1,318 321 617 3,039 2,930 5,969 Investment (Note 3) 98 — 115 127 340 — 340 Amortisation charge (Note 28) (51) (1) (112) (162) (326) — (326) Impairment reversal/(losses) (Notes 4 & 28) 38 — — (1) 37 — 37 Currency translation differences (1) (55) (35) (3) 1 (92) 18 (74) Asset acquisitions (Note 2.4.1.d.) — — — 12 12 — 12 Reclassifications and other — — — 22 22 — 22 Carrying value as at 31.12.2024 813 1,282 321 616 3,032 2,948 5,980 Gross cost 2,165 1,306 1,350 1,503 6,324 2,948 9,272 Accumulated depreciation (1,087) (24) (1,029) (877) (3,017) — (3,017) Impairment losses (265) — — (10) (275) — (275) Carrying value as at 31.12.2024 813 1,282 321 616 3,032 2,948 5,980 Investment (Note 3) 115 — 162 141 418 — 418 Amortisation charge (Note 28) (59) (2) (119) (171) (351) — (351) Impairment reversal/(losses) (Notes 4 & 28) 30 — — 19 49 — 49 Currency translation differences (1) (62) (24) (2) (3) (91) (54) (145) Asset acquisitions (Note 2.4.1.d.) — — — 4 4 — 4 Reclassifications and other (2) — — 5 3 8 — 8 Carrying value as at 31.12.2025 837 1,256 367 609 3,069 2,894 5,963 Gross cost 2,100 1,281 1,438 1,210 6,029 2,894 8,923 Accumulated depreciation (1,033) (25) (1,071) (589) (2,718) — (2,718) Impairment losses (230) — — (12) (242) — (242) Carrying value as at 31.12.2025 837 1,256 367 609 3,069 2,894 5,963 (1) Includes the effect of inflation in Argentina (Note 2.4.2.). (2) Includes transfers to “Non-current assets held for sale” (Note 11). Note 3 includes a breakdown of investments in intangible assets by segment. The composition of the balance of the "Concessions IFRIC 12" heading is affected by the asymmetric trends over the last few years of inflation and exchange rates in Argentina, which has an impact on the Gas and Electricity Distribution Networks businesses that Naturgy has in that country, classified as a hyperinflationary economy. As detailed in Note 4, the following impairments and reversals were recognised in 2025: • Gas Networks Argentina reversal of the impairment recognised for IFRIC 12 Concessions in 2020, amounting to Euros 30 million (Note 4). • Renewable Generation United States: reversal of impairment in the amount of Euros 25 million under Other intangible assets (Note 4). • Renewable Generation Spain: impairment in the amount of Euros 6 million under Other intangible assets (Note 4). As a result of the impairment tests performed in 2024, the following impairment was recognised: • Gas Networks Argentina reversal of the impairment recognised for IFRIC 12 Concessions in 2020, amounting to Euros 38 million (Note 4). • Renewable Generation United States: impairment of other intangible assets amounting to Euros 1 million (Note 4). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 66
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During 2025, acquisitions were recognised under Other intangible assets for an amount of Euros 4 million, corresponding entirely to the acquisition of seven biomethane projects in the Renewable Gases business. During 2024, the following asset acquisitions were recognised: Euros 12 million of renewable assets, of which Euros 9 million relate to the Renewable Generation Australia business, derived from the acquisition, through the company Fraser Coast Solar Development Finco PTY, Ltd., of a solar project at an advanced stage of development, and Euros 3 million relate to the Renewable Gases business derived from the acquisition of 14 biomethane projects. (Note 2,4.1.d.). “Concessions IFRIC 12” includes concessions regarded as intangible assets under IFRIC 12 “Service concession agreements” (Note 33). The “Other concessions and similar” heading includes principally: • Concessions with indefinite useful lives arising from business combinations are as follows: 31.12.2025 31.12.2024 Electricity distribution Spain 684 684 Gas distribution Chile 566 579 The “Other intangible assets” heading mainly includes: • Licences for Renewable Generation farms totalling Euros 223 million as at 31 December 2025 (Euros 225 million as at 31 December 2024). This amount includes Euros 29 million in the United States after the transfer of assets held for sale (Note 11) (Euros 12 million as at 31 December 2024), Euros 13 million in Brazil (Euros 14 million as at 31 December 2024), and Euros 16 million in Australia (Euros 20 million as at 31 December 2024); the remainder relates to farm licences for Renewable Generation in Spain. • Customer acquisition costs recognised as assets under IFRS 15 amounted to Euros 192 million as at 31 December 2025 (Euros 178 million as at 31 December 2024). • The value of gas procurement contracts and other contractual rights acquired as a result of business combinations in Chile for an amount of Euros 32 million as at 31 December 2025 (Euros 44 million as at 31 December 2024), Naturgy Aprovisionamientos, S.A. relating to the Oman contract, for an amount of Euros 17 million as at 31 December 2024, and contractual rights and projects acquired in business combinations of Renewable Generation Spain amounting to Euros 46 million (Euros 48 million as at 31 December 2024). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 67
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Movements in, and the composition of, goodwill by CGU or aggregated CGUs in 2025 and 2024 are set out below: 01.01.2025 Currency translation differences Impairment losses Business Combination 31.12.2025 Networks 1,298 (18) — — 1,280 Gas Mexico 20 — — — 20 Gas Brazil 12 — — — 12 Gas Chile 52 (1) — — 51 Electricity Spain 1,070 — — — 1,070 Panama Electricity 144 (17) — — 127 Markets 1,650 (36) — — 1,614 Energy Management 19 — — — 19 Thermal Generation 309 (36) — — 273 LatAm 309 (36) — — 273 Renewable Generation 895 — — — 895 Spain 885 — — — 885 LatAm 8 — — — 8 USA 2 — — — 2 Supply 427 — — — 427 Total 2,948 (54) — — 2,894 01.01.2024 Currency translation differences Impairment losses Business Combination 31.12.2024 Networks 1,297 1 — — 1,298 Gas Mexico 23 (3) — — 20 Gas Brazil 14 (2) — — 12 Gas Chile 55 (3) — — 52 Electricity Spain 1,070 — — — 1,070 Panama Electricity 135 9 — — 144 Markets 1,633 17 — — 1,650 Energy Management 19 — — — 19 Thermal Generation 291 18 — — 309 LatAm 291 18 — — 309 Renewable Generation 896 (1) — — 895 Spain 885 — — — 885 LatAm 9 (1) — — 8 USA 2 — — — 2 Supply 427 — — — 427 Total 2,930 18 — — 2,948 As at 31 December 2025, Naturgy had recognised investment commitments totalling Euros 28 million (Euros 23 million as at 31 December 2024) relating basically to the development of the gas distribution network of concessions classified as intangible assets under IFRIC 12. As at 31 December 2025, intangible assets include Euros 689 million of fully amortised assets still in use (Euros 684 million as at 31 December 2024). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 68
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Note 6. Property, plant and equipment The changes in 2025 and 2024 in property, plant and equipment accounts and their respective accumulated depreciation and provisions were as follows: Land and buildings Gas installations Electricity generation plants Plant for electricity transmission and distribution Other property, plant and equipment PPE under construction Total Gross cost 447 11,778 16,604 8,655 477 2,259 40,220 Accumulated depreciation (184) (7,428) (7,188) (3,266) (299) — (18,365) Impairment losses — (126) (3,063) — — — (3,189) Carrying value as at 31.12.2023 263 4,224 6,353 5,389 178 2,259 18,666 Investment (Note 3) 11 165 111 167 35 1,436 1,925 Divestment (7) — (1) — (5) (11) (24) Amortisation charge (Note 28) (16) (347) (439) (281) (12) — (1,095) Impairment losses (Note 4 & 28) — — (19) — — — (19) Currency translation differences (1) — (149) 23 79 18 13 (16) Asset acquisitions (Note 2.4.1.d.) — — — — — 1 1 Reclassifications and other (2) (4) 59 1,413 342 (10) (1,771) 29 Carrying value as at 31.12.2024 247 3,952 7,441 5,696 204 1,927 19,467 Gross cost 440 11,736 17,899 9,242 588 1,927 41,832 Accumulated depreciation (193) (7,659) (7,390) (3,546) (384) — (19,172) Impairment losses — (125) (3,068) — — — (3,193) Carrying value as at 31.12.2024 247 3,952 7,441 5,696 204 1,927 19,467 Investment (Note 3) 13 166 166 170 44 1,162 1,721 Divestment (2) (3) (2) — (1) (10) (18) Amortisation charge (Note 28) (16) (314) (483) (291) (22) — (1,126) Impairment losses (Note 4 & 28) (1) — (9) — — (50) (60) Currency translation differences (1) (6) 8 (217) (150) (13) (83) (461) Reclassifications and other (2) (3) 91 811 330 (29) (1,400) (200) Carrying value as at 31.12.2025 232 3,900 7,707 5,755 183 1,546 19,323 Gross cost 432 11,807 18,081 9,442 613 1,546 41,921 Accumulated depreciation (199) (7,803) (7,394) (3,687) (430) — (19,513) Impairment losses (1) (104) (2,980) — — — (3,085) Carrying value as at 31.12.2025 232 3,900 7,707 5,755 183 1,546 19,323 (1) Includes the effect of inflation in Argentina (Note 2.4.2.). (2) Mainly includes: • transfer to operation of fixed assets under construction. • capitalised plant decommissioning costs (Note 16). • transfer to “Non-current assets held for sale” (Note 11). Note 3 contains a breakdown of investments in property, plant and equipment by segment. As detailed in Note 4, impairment of Euros 50 million was recognised in 2025 in connection with several wind farms and solar projects in the Renewable Generation Spain business, and net impairment of Euros 10 million was recognised in connection with projects under construction or in operation in Renewable Generation USA. In 2024, net impairment was recognised in the amount of Euros 11 million in the Thermal Generation Spain business, Euros 5 million for appeals filed against several wind farms under construction in the Renewable Generation Spain business, and Euros 3 million in relation to projects under construction in Renewable Generation USA (Note 4). No acquisitions of property, plant and equipment were recognised in 2025. Acquisitions of renewable assets were recognised in 2024 in the amount of Euros 1 million in the category of fixed assets under construction in the Renewable Generation Australia business as a result of the acquisition, through the company Fraser Coast Solar Development Finco PTY, Ltd., of a farm at an advanced stage of development (Note 5). Additionally, at the end of 2025, an amount of Euros 231 million for the assets of Cabo Leones, GPG Solar and Inca de Varas (all in Chile) and the solar projects under development in the United States was transferred to "Non-current assets held for sale" (Note 11). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 69
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Set out below is a breakdown of fixed assets under construction, by business area: 31.12.2025 31.12.2024 Networks 365 319 Gas Spain 14 22 Gas Mexico 8 8 Gas Chile 62 71 Gas Argentina 4 4 Electricity Spain 215 173 Panama Electricity 62 41 Markets 1,181 1,608 Energy Management — 23 Thermal Generation Spain 151 185 Thermal Generation LatAm 35 36 Renewable Generation 991 1,362 Spain 605 622 LatAm 5 19 Australia 273 338 USA 108 383 Renewable Gases 4 2 Total 1,546 1,927 Several renewable generation farms were commissioned in Australia and the United States in 2025 and 2024. As at 31 December 2025 and 2024, Naturgy did not have any material investment property. As at 31 December 2025, property, plant and equipment include fully-depreciated assets in use totalling Euros 3,629 million (Euros 3,296 million as at 31 December 2024). It is Naturgy’s policy to arrange insurance where deemed necessary to cover the risks to its fixed assets. As at 31 December 2025, Naturgy had recognised investment commitments totalling Euros 366 million (Euros 410 million as at 31 December 2024) relating basically to the construction of new renewable generation facilities and the development of the gas and electricity distribution network. The financial expenses capitalised in 2025 during construction of fixed assets totalled Euros 47 million (Euros 93 million in 2024). The financial expenses capitalised in 2025 account for 6.0% of total financial costs on net borrowings (11.0% in 2024). The average capitalisation rate for 2025 and 2024 was 3.2% and 2.9%, respectively. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 70
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Note 7. Right-of-use assets Changes in 2025 and 2024 in right-of-use asset accounts and the related accumulated amortisation and provisions are as follows: Land and buildings Gas tankers Vehicles Other property, plant and equipment Total Gross cost 585 1,191 25 50 1,851 Accumulated depreciation (146) (495) (15) (6) (662) Carrying value as at 31.12.2023 439 696 10 44 1,189 Additions 168 — 8 — 176 Divestment (4) — (4) — (8) Amortisation charge (Note 28) (49) (65) (5) (2) (121) Currency translation differences (7) — — 3 (4) Reclassifications and other (3) — — — (3) Carrying value as at 31.12.2024 544 631 9 45 1,229 Gross cost 736 1,191 25 53 2,005 Accumulated depreciation (192) (560) (16) (8) (776) Carrying value as at 31.12.2024 544 631 9 45 1,229 Additions 66 61 9 — 136 Divestments/Derecognitions (7) (49) (2) (12) (70) Amortisation charge (Note 28) (47) (70) (6) (1) (124) Currency translation differences (16) — — (4) (20) Reclassifications and other (1) (27) — — (27) (54) Carrying value as at 31.12.2025 513 573 10 1 1,097 Gross cost 748 1,042 28 1 1,819 Accumulated depreciation (235) (469) (18) — (722) Carrying value as at 31.12.2025 513 573 10 1 1,097 (1) Includes mainly the transfer to “Non-current assets held for sale” (Note 11). Naturgy has concluded lease agreements in which it is the lessee for the following category of underlying assets: • Land for energy use for combined cycle power plants, wind farms, photovoltaic farms, switching centres, and propane (LPG) and liquefied natural gas (LNG) installations. • Structures (mainly offices, premises, industrial buildings and parking spaces). • Gas carriers under long- and medium-term charter. • Vehicles. As at 31 December 2025, "‘Gas tankers" includes eight vessels under long-term finance leases (seven vessels as at 31 December 2024) (note 17). At the end of 2025, Euros 56 million was transferred to "Non-current assets held for sale" corresponding to "Right- of-use assets" of Ibereólica Cabo Leones II, S.A. and GPG Solar Chile 2017, S.p.A., as well as Inca de Varas I, S.p.A. and Inca de Varas II, S.p.A. (Note 11). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 71
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Note 8. Investments in companies 8.1 Associates and joint ventures Set out below is a breakdown of investments accounted for using the equity method: 31.12.2025 31.12.2024 Associates 52 50 Jointly-controlled entities 507 597 Total 559 647 Appendix I lists all the associates and joint ventures in which Naturgy holds an interest, stating their activity and the percentage of the shareholding and equity interest. The most significant investments relate to EcoEléctrica L.P. and the interest in Medgaz through Medina. Movements during 2025 and 2024 in equity-accounted investments, including a breakdown of the most significant shareholdings, are as follows: EcoEléctrica, L.P. Medina/ Medgaz Other joint ventures Total joint ventures Associates Total Value of shareholding 01.01.2024 260 191 107 558 54 612 Investment — — 1 1 — 1 Divestment — — — — — — Shares of profits/(losses) 64 18 42 124 (4) 120 Dividends received (63) (12) (26) (101) — (101) Currency translation differences 16 — — 16 — 16 Other comprehensive income — — (1) (1) — (1) Reclassifications and other — — — — — — Value of shareholding 31.12.2024 277 197 123 597 50 647 Investment — — — — — — Divestment — — (43) (43) — (43) Shares of profits/(losses) 72 21 47 140 2 142 Dividends received (50) (69) (30) (149) — (149) Currency translation differences (33) — (1) (34) — (34) Other comprehensive income — 1 — 1 — 1 Reclassifications and other — — (5) (5) — (5) Value of shareholding 31.12.2025 266 150 91 507 52 559 As at 31 December 2025, Naturgy sold its 7.4% stake in Qalhat LNGS A.O.C. through its subsidiary Naturgy Aprovisionamientos, S.A. Apart from the aforementioned sale, there were no significant changes in Investments accounted for using the equity method in 2025 and 2024. The changes in this heading relate basically to variations in these companies' equity. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 72
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There follows a breakdown of assets, liabilities, revenue and results of Naturgy’s main interests in joint ventures (on the basis of the percentage stake): 31.12.2025 31.12.2024 EcoEléctrica, L.P. (50 %) Medina/ Medgaz (50 %) EcoEléctrica, L.P. (50 %) Medina/ Medgaz (50 %) Non-current assets 220 372 241 403 Current assets 58 32 48 29 Cash and cash equivalents 3 10 1 11 Non-current liabilities (5) (215) (6) (195) Non-current financial liabilities — (159) — (134) Current liabilities (7) (39) (6) (40) Current financial liabilities — (34) (2) (33) Net assets 266 150 277 197 Net borrowings (1) (3) 182 1 156 (1) Net borrowings: Non-current financial liabilities+Current financial liabilities-Cash and cash equivalents. 2025 2024 EcoEléctrica, L.P. (50 %) Medina/ Medgaz (50 %) EcoEléctrica, L.P. (50 %) Medina/ Medgaz (50 %) Net sales 104 79 98 75 Procurements — — — — Personnel expenses (6) (1) (6) (1) Other operating income/(expenses) (17) (6) (18) (5) Gross operating profit 81 72 74 69 Depreciation, amortisation and impairment losses (8) (30) (8) (30) Impairment due to credit losses — — — — Operating profit 73 42 66 39 Financial income 2 (12) — (12) Results of equity-consolidated companies — — — — Profit/(loss) before tax 75 30 66 27 Corporate income tax (3) (9) (2) (9) Attributed to non-controlling interests — — — — Profit/(loss) attributed for the year from continuing operations 72 21 64 18 Share of profits 72 21 64 18 There are no contingent liabilities affecting interests in joint ventures. As at 31 December 2025 and 2024, there are no commitments to acquire interests in joint ventures. Contractual sales commitments as at 31 December 2025 and 2024 are as follows: Sale 31.12.2025 31.12.2024 Energy transmission/transportation (1) 399 473 Provision of capacity assignment services (2) 638 808 Total contractual obligations 1,037 1,281 (1) Includes Medgaz's long-term gas transportation commitments. (2) Reflects commitments by EcoEléctrica L.P. to provide services to Puerto Rico Electricity Power Authority under generating capacity assignment contracts. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 73
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8.2 Joint operations Naturgy participates in joint operations that meet the conditions indicated in Note 2.4.1.b; they are detailed in Appendix I, section 3, which indicates that these operations are proportionately consolidated. The main interests in joint operations as at 31 December 2025 and 2024 are as follows: 2025 2024 Comunidad de Bienes Central Nuclear de Almaraz 11.3 % 11.3 % Comunidad de Bienes Central Nuclear de Trillo 34.5 % 34.5 % Comunidad de bienes Central Térmica de Anllares 66.7 % 66.7 % The contribution from the joint operations to Naturgy's assets, liabilities, revenue and results is shown below: 31.12.2025 31.12.2024 Non-current assets 83 85 Current assets 103 86 Cash and cash equivalents — — Non-current liabilities (108) (108) Non-current financial liabilities — — Current liabilities (46) (48) Current financial liabilities (11) (11) Net assets 32 15 Net borrowings (1) 11 11 (1) Net borrowings: Non-current financial liabilities+Current financial liabilities-Cash and cash equivalents. 2025 2024 Net sales (1) 231 240 Operating expenses (178) (170) Gross operating results 53 70 Depreciation, amortisation & impairment losses (25) (24) Operating profit 28 46 Financial income — — Profit/(loss) before tax 28 46 Corporate income tax (7) (11) Profit/(loss) attributed for the year from continuing operations 21 35 (1) In order to reflect the contribution of the activity as a whole, the revenue figure also includes revenue from nuclear energy sales pertaining to the joint venturers. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 74
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Note 9. Financial assets Current and non-current financial assets, classified by nature and category, are as follows as at 31 December 2025 and 2024: 31.12.2025 Fair value through other comprehensive income Fair value through profit or loss Amortised cost Total Equity instruments 5 — — 5 Derivatives (Note 18) 64 — — 64 Other financial assets — — 339 339 Non-current financial assets 69 — 339 408 Derivatives (Note 18) 25 — — 25 Other financial assets — — 280 280 Current financial assets 25 — 280 305 Total 94 — 619 713 31.12.2024 Fair value through other comprehensive income Fair value through profit or loss Amortised cost Total Equity instruments 8 — — 8 Derivatives (Note 18) 53 — — 53 Other financial assets — — 358 358 Non-current financial assets 61 — 358 419 Derivatives (Note 18) 109 33 — 142 Other financial assets — — 329 329 Current financial assets 109 33 329 471 Total 170 33 687 890 Financial assets recognised at fair value as at 31 December 2025 and 2024 are classified as follows: 31.12.2025 31.12.2024 Financial assets Level 1 (listed price on active markets) Level 2 (observable variables) Level 3 (unobservabl e variables) Total Level 1 (listed price on active markets) Level 2 (observable variables) Level 3 (unobservabl e variables) Total Fair value through other comprehensive income — 89 5 94 — 162 8 170 Fair value through profit or loss — — — — — 33 — 33 Total — 89 5 94 — 195 8 203 The movements in 2025 and 2024 in financial assets carried at fair value, based on the method applied to calculate their fair value, are as follows: 2025 2024 Level 1 (listed price on active markets) Level 2 (observable variables) Level 3 (unobservabl e variables) Total Level 1 (listed price on active markets) Level 2 (observable variables) Level 3 (unobservabl e variables) Total 1 January — 195 8 203 — 231 7 238 Changes recognised directly in equity — (61) — (61) — (8) — (8) Changes recognised in profit or loss (1) — (14) — (14) — 8 1 9 Currency translation differences — (15) — (15) — 3 — 3 Transfers and other (2) — (16) (3) (19) — (39) — (39) As at 31 December — 89 5 94 — 195 8 203 (1) It relates entirely to derivatives in 2025. (2) In 2025, this includes mainly transfers to “Non-current assets held for sale” at the date on which this classification was applied (Nota 11). In 2024, it included the receipt of Euros 39 million of the deferred guaranteed amounts under the agreement reached in March 2021 with the Egyptian government in the context of disputes with Unión Fenosa Gas, S.A. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 75
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9.1 Fair value through other comprehensive income • Equity instruments: Includes the 85.4% stake in Electrificadora del Caribe, S.A. ESP (Electricaribe) valued at Euros 0 million as at 31 December 2025 and 2024. In connection with this holding and its impairment, a deferred tax asset for the amount of Euros 105 million is recognised as at 31 December 2025 and 2024 relating to the tax loss that will be deductible once the company is liquidated (see Note 36). This heading also includes minor shareholdings in unlisted companies amounting to Euros 5 million (Euros 8 million as at 31 December 2024). • Derivatives: this relates to the valuation of hedging derivatives linked to financial liabilities amounting to Euros 89 million (Note 18), of which Euros 25 million are classified as current assets (Euros 162 million as at 31 December 2024, of which Euros 109 million are classified as current assets). 9.2 Fair value through profit or loss • Derivatives: The balance as at 31 December 2024 included Euros 33 million for financial derivatives of Ibereólica Cabo Leones II and GPG Solar Chile 2017, S.p.A. Due to the failure to comply, on that date, with certain obligations in the financing contracts for both projects (see Note 17), these instruments were classified as current assets. In June 2025, the financial derivatives of GPG Solar Chile 2017, S.p.A. were settled, with only those corresponding to Ibereólica Cabo Leones remaining. As at 31 December 2025, the balance of the company Ibereólica Cabo Leones II was classified as "Non-current assets held for sale" (Note 11). In 2025, these derivatives generated hedging inefficiencies whose negative impact, amounting to Euros 3 million, was recognised under “Variations in fair value of financial instruments” in the 2025 consolidated income statement 2025 (Euros 10 million positive impact in 2024) (Note 30). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 76
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9.3 Amortised cost The breakdown as at 31 December 2025 and 2024 is as follows: 31.12.2025 31.12.2024 Commercial loans 30 31 Deposits and guarantees deposits 104 110 Other loans 205 217 Other non-current financial assets 339 358 Commercial loans 13 11 Electricity system financing 112 75 Gas system financing 93 149 Dividend receivable — 21 Deposits and guarantees deposits 35 45 Other loans 27 28 Other current financial assets 280 329 Total 619 687 The breakdown by maturities as at 31 December 2025 and 2024 is as follows: Maturities 31.12.2025 31.12.2024 Before 1 year 280 329 Between 1 year and 5 years 45 53 More than 5 years 294 305 Total 619 687 The fair values and carrying amounts of these assets do not differ significantly. The "Gas system financing" heading includes temporary mismatches between gas system revenues and costs amounting to Euros 93 million (Euros 149 million as at 31 December 2024) which, pursuant to Order TED/1022/2021 of 27 September, must be recovered in the following gas year. Specifically, Order TED 1022/2021 stipulates that the mismatch in the year will be recovered through the first available settlement of the following gas year. The entire amount of this financing has been recognised as a short-term item on the understanding that it is a temporary mismatch that will be recovered through system settlements within one year. The “Electricity system financing” heading includes temporary mismatches between electricity system revenues and costs funded by Naturgy pursuant to Law 24/2013, of 26 December. This amount will be recovered through electricity system settlements. The amount of this financing has been recognised entirely as a short-term item on the understanding that it is a temporary mismatch that will be recovered through system settlements within the same year. As at 31 December 2025, it amounts to Euros 112 million (Euros 75 million as at 31 December 2024). The "Trade receivables" item mainly includes receivables for energy management services that accrued interest at an average rate of 4.92% as at 31 December 2025 (3.92% as at 31 December 2024). The “Deposits and guarantees” heading basically includes amounts deposited with the competent public administrations, under applicable legislation, in respect of guarantees and deposits received from customers when contracts are concluded to secure the supply of electricity and natural gas (Note 19), as well as deposits related to derivative positions arranged in organised markets. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 77
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“Other receivables” includes basically: • The value of generation concessions in Costa Rica that are treated as financial assets pursuant to IFRIC 12 “Service concession arrangements” (Note 2.4.3.b and Note 33), in the amount of Euros 75 million (Euros 95 million as at 31 December 2024), of which Euros 12 million are classified under current assets (Euros 14 million in 2024). These financial assets are classified under this heading as they represent an unconditional right to receive fixed or determinable amounts of cash. • Receivables of Euros 120 million relating to the accrued electricity distribution remuneration that is outstanding under system settlements and will be collected through these settlements in a term greater than 12 months (Euros 94 million as at 31 December 2024), classified as non-current assets. Note 10. Other non-current assets and trade and other receivables The breakdown of the “Other non-current assets” and “Trade and other receivables” headings as at 31 December 2025 and 2024, classified by nature and category, is as follows: 31.12.2025 Fair value through other comprehensive income Fair value through profit or loss Amortised cost Total Derivatives (Note 18) 188 9 — 197 Other assets — — 274 274 Other non-current assets 188 9 274 471 Derivatives (Note 18) 240 63 — 303 Other assets — — 3,091 3,091 Trade and other receivables 240 63 3,091 3,394 Total 428 72 3,365 3,865 31.12.2024 Fair value through other comprehensive income Fair value through profit or loss Amortised cost Total Derivatives (Note 18) 58 1 — 59 Other assets — — 281 281 Other non-current assets 58 1 281 340 Derivatives (Note 18) 58 10 — 68 Other assets — — 3,773 3,773 Trade and other receivables 58 10 3,773 3,841 Total 116 11 4,054 4,181 Financial assets recognised at fair value as at 31 December 2025 and 2024 are classified as follows: 31.12.2025 31.12.2024 Financial assets Level 1 (listed price on active markets) Level 2 (observable variables) Level 3 (unobservabl e variables) Total Level 1 (listed price on active markets) Level 2 (observable variables) Level 3 (unobservabl e variables) Total Fair value through other comprehensive income 6 422 — 428 — 116 — 116 Fair value through profit or loss — 72 — 72 — 11 — 11 Total 6 494 — 500 — 127 — 127 The movements in 2025 and 2024 in financial assets carried at fair value, based on the method applied to calculate their fair value, are as follows: Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 78
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2025 2024 Level 1 (listed price on active markets) Level 2 (observable variables) Level 3 (unobservabl e variables) Total Level 1 (listed price on active markets) Level 2 (observable variables) Level 3 (unobservabl e variables) Total 1 January — 127 — 127 1 137 — 138 Changes recognised directly in equity 6 330 — 336 — (19) — (19) Changes recognised in profit or loss (1) — 63 — 63 (1) 6 — 5 Currency translation differences — (26) — (26) — 3 — 3 Transfers and other — — — — — — — — As at 31 December 6 494 — 500 — 127 — 127 (1) In 2025 and 2024, this heading related entirely to derivatives. 10.1 Fair value through other comprehensive income Derivatives at fair value through other comprehensive income under financial assets include operational gas price hedging derivatives amounting to Euros 389 million (Euros 102 million as at 31 December 2024), of which Euros 161 million are classified as non-current (Euros 45 million as at 31 December 2024) (Note 18). Also included are hedges for the purchase of European Union Emission Allowances (EUAs) amounting to Euros 5 million and operational derivatives for hedging electricity prices amounting to Euros 1 million, both classified as current. This heading also includes long-term power purchase agreements for certain facilities in Australia amounting to Euros 33 million, of which Euros 27 million are classified as non-current (Euros 14 million as at 31 December 2024, of which Euros 13 million were classified as non-current). 10.2 Fair value through profit or loss As as at 31 December 2025, financial derivatives at fair value through profit or loss include operating gas price derivatives amounting to Euros 68 million, Euros 62 million of which are classified as current (Euros 9 million as at 31 December 2024, of which Euros 8 million were current), derivatives associated with long-term electricity sales contracts for one of the facilities in Australia amounting to Euros 3 million classified as non-current, and operating derivatives for exchange rate hedging amounting to Euros 1 million classified as current (Euros 2 million as at 31 December 2024, classified as current). 10.3 Amortised cost 31.12.2025 31.12.2024 Receivable, revenue from capacity services (Contract Asset) 91 110 Other receivables 183 171 Other non-current assets 274 281 Trade receivables 3,046 3,595 Receivables from related companies (Note 34) 2 1 Provision for impairment due to debtor credit losses (597) (745) Trade receivables for sales and services 2,451 2,851 Public Administrations 251 117 Prepayments 105 121 Receivable, revenue from capacity services (Contract Asset) 17 75 Sundry receivables 222 567 Other receivables 595 880 Current income tax asset 45 42 Trade and other receivables 3,091 3,773 Other non-current assets and trade and other receivables 3,365 4,054 The fair values and carrying amounts of these assets do not differ significantly. The “Receivable, revenue from capacity services” heading relates to revenue yet to be billed in respect of the levelling of the term of the service contracts for electricity generation capacity assignment with the Mexican Federal Electricity Commission. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 79
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As at 31 December 2025, the "Trade receivables" account includes the accumulated balances for electricity and gas sales yet to be invoiced, amounting to Euros 1,027 million (Euros 1,160 million as at 31 December 2024). In general, outstanding invoices do not accrue interest as they fall due in an average period of 17 days. The non-current "Other receivables" heading includes an amount of Euros 71 million (Euros 72 million as at 31 December 2024) in connection with Brazil's Federal Supreme Court decision of May 2021 in favour of Naturgy companies CEG and CEG Rio in which it recognised their entitlement to collect the amounts paid unduly due to the inclusion of the Imposto sobre Operações relativas à Circulação de Mercadorias e Prestação de Serviços de Transporte Interestadual e Intermunicipal e de Comunicação (ICMS) in the calculation base of the Programas de Integração Social (PIS) and the Contribuição para Financiamento da Seguridade Social (COFINS). This asset, which the Brazilian authorities are entitled to offset from December 2023, was recognised with a credit to an account payable under "Other non-current liabilities" in the consolidated statement of financial position (Note 19) based on the understanding that the tax credit will be passed on to end customers through tariff revisions, though not in the short term. In addition, as at 31 December 2024, the balance of "Other receivables" includes adjustments for market price variances at facilities in the Renewable Generation Spain division that have a specific remuneration system (Note 2.4.25.i.) in the amount of Euros 80 million classified as non-current and Euros 20 million as current (Euros 93 million under non-current "Other accounts receivable" as at 31 December 2024). The current balance of "Sundry debtors" included, as at 31 December 2024, Euros 74 million corresponding to collection rights following the Supreme Court ruling in relation to the request for enforcement of the judgment for the amounts to finance the energy subsidy that were borne by the group's deregulated supply companies. In May 2025, the government paid Euros 63 million in principal, and in June, it paid Euros 12 million in accrued interest. Therefore, as at 31 December 2025, there is no outstanding balance for this item (Note 24). As at 31 December 2024, the current balance of "Sundry debtors" included an amount of Euros 351 million pending repayment by Sonatrach in connection with the 2024 price adjustment of the gas procurement contract. This balance was settled during and the balance of this item was zero as at 31 December 2025. As at 31 December 2025, Naturgy had recognised unmatured balances totalling Euros 518 million (Euros 600 million as at 31 December 2024) that have been factored without recourse and, consequently, were derecognised from the consolidated statement of financial position as at 31 December 2025 and 2024. The movement in the impairment provision for bad debts is as follows: 2025 2024 1 January (745) (910) Provision for impairment due to credit losses (139) (90) Write offs 272 228 Currency translation differences 15 27 As at 31 December (597) (745) Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 80
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Note 11. Non-current assets and disposal groups of assets held for sale and discontinued operations During 2025, the Group classified three disposal groups under this heading, whose carrying amount is expected to be recovered primarily through their sale. Ibereólica Cabo Leones II, S.A. and GPG Solar Chile 2017, S.p.A. (Cabo Leones and GPG Solar) This group includes the companies Ibereólica Cabo Leones II, S.A., which owns the Cabo Leones wind farm, and GPG Solar Chile 2017, S.p.A., which operates the San Pedro solar farm and which belong to the Latin America Renewable Generation segment. Both assets are located in northern Chile and consist of renewable generation facilities in operation plus their PPAs and associated financing structures. Both projects have experienced significant difficulties in meeting their financial obligations with the cash flows generated by ordinary operations (Note 17). These difficulties stem from structural factors in the Chilean electricity system, including capacity deficits in the transmission networks and the different composition of the generation mix between the nodes where the Group injects energy and those where it has sales commitments with distributors. This situation has negatively impacted the profitability of both projects. The Group has decided to divest them and has initiated a structured negotiation process with potential buyers. The assets are available for immediate sale in their current condition and, based on the degree of progress with the divestment process and the interest identified in the market, management considers that their sale is highly likely and will be completed within one year. These assets are not classified as discontinued operations since they do not represent a significant line of business or geographical area of operations for the Group. Their disposal does not entail any substantial change in Naturgy's revenues, customers or core processes. Inca de Varas I, S.p.A. and Inca de Varas II, S.p.A. (Inca de Varas) The assets of Inca de Varas I S.p.A. and Inca de Varas II S.p.A. are projects to build two photovoltaic power plants and associated battery storage capacity in the Atacama region of northern Chile. Both projects which belong to the Latin America Renewable Generation segment are currently in the development phase and include rights, permits, technical studies, and various works in progress that are necessary for their future construction. On 21 October 2025, an agreement was reached for the sale of these projects. This agreement is subject to conditions precedent prior to the transaction closing date. At the date of authorisation of these consolidated annual accounts, management considers that the sale transaction is very likely to be completed in the coming months. The project is not classified as discontinued operations since it does not represent a separate line of business or a material geographical area of operations for the Group. Its disposal does not entail any substantial change in Naturgy's revenues or core processes. Photovoltaic development projects in the United States (solar projects in the United States) This group comprises a portfolio of projects under development for photovoltaic and battery installations in the United States and which belong to the USA Renewable Generation segment. The projects are at various stages of development, and most of them include land rights, interconnection rights, environmental permits and technical documentation. Naturgy currently has three photovoltaic facilities in operation in the USA, so that the classified portfolio forms part of an additional set of development opportunities. The Group has decided to recover the value of this project portfolio by selling it and has begun negotiations with potential buyers. The projects are available for immediate sale in their current condition and, based on the interest being shown and the degree of progress with the negotiations, management considers that their sale is highly likely and will be completed within one year. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 81
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These assets are not classified as discontinued operations since they do not represent a significant line of business or geographical area that is separate from the Group's other operations. Their disposal does not entail any substantial change in Naturgy's revenues or core processes. As at 31 December 2025, the detail by nature of assets classified as held for sale and the associated liabilities is as follows: 2025 Cabo Leones and GPG Solar Inca de Varas Solar Projects USA Total Intangible assets — 4 4 8 Property, plant and equipment 184 1 46 231 Right-of-use assets 55 1 — 56 Non-current financial assets — — — — Other non-current assets — — — — Deferred tax assets 17 — — 17 NON-CURRENT ASSETS 256 6 50 312 Inventories — — — — Trade and other receivables 12 — — 12 4Other current financial assets 23 — — 23 Cash and cash equivalents 16 — — 16 CURRENT ASSETS 51 — — 51 TOTAL ASSETS 307 6 50 363 Deferred income — — — — Non-current provisions 7 — — 7 Non-current financial liabilities 52 1 — 53 Deferred tax liabilities 5 1 — 6 Other non-current liabilities 2 — — 2 NON-CURRENT LIABILITIES 66 2 — 68 Current financial liabilities 229 — — 229 Trade and other payables 13 — — 13 Other current liabilities — — — — CURRENT LIABILITIES 242 — — 242 TOTAL LIABILITIES 308 2 — 310 As at 31 December 2025, the companies Ibereólica Cabo Leones II, S.A. and GPG Solar Chile 2017, S.p.A. were in breach of their financial obligations. However, both undertakings have agreed with their lenders to recover the liabilities through the sale of the companies. Consequently, the outstanding balances of these debts were classified as current liabilities at year-end. These companies were similarly in breach as at 31 December 2024 (Note 17). As at 31 December 2024, the Group had no non-current assets held for sale or liabilities related to them. During 2025, the Group did not generate any profit or loss from discontinued operations. As at 31 December 2024, "Profit for the year from discontinued operations, net of taxes", amounting to Euros 22 million, included Euros 18 million for the re-estimate of the indemnities agreed with the buyer in the sale of the Electricity Distribution Chile business, which was completed in July 2021, and Euros 4 million associated with the sale of the Gas Distribution Italy business, which was completed in February 2018. Coal-fired generation in Spain was discontinued in 2020. Work continued on dismantling the facilities in 2025, and the process is expected to be completed during the first half of 2026 at the two plants where it is still pending completion (see Note 25). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 82
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Note 12. Inventories The breakdown of inventories is as follows: 31.12.2025 31.12.2024 Natural gas and liquefied natural gas 497 500 Coal and fuel oil 3 3 Nuclear fuel 75 60 CO2 emission allowances 322 194 Raw materials and other inventories 106 50 Total 1,003 807 As at 31 December 2025, Naturgy has commitments for the acquisition of inventories, specifically nuclear fuel, amounting to Euros 47 million (Euros 49 million as at 31 December 2024). Gas inventories basically include inventories in underground storage facilities, in transit by sea, in plants and in pipelines, and also include the value of minimum security stocks, which are restricted by law, amounting to Euros 193 million as at 31 December 2025 (Euros 277 million as at 31 December 2024). Inventories of CO2allowances include CO2 allowances primarily to cover certified emissions from combined cycle and cogeneration facilities. Under an amendment to Directive 2003/87/EC, effective 1 January 2024, the EU emissions trading scheme has been extended to cover emissions from maritime transport activities for ships where the port of loading and/or unloading is located in the EU or EEA (European Economic Area), within the scope of the EU ETS (See Appendix IV. Regulatory Framework, section 2.3.3). Implementation will be phased in progressively until 2027. During 2025, allowances for 40% of the emissions in 2024 were delivered, for an amount equivalent to Euros 6 million. As at 31 December 2025, inventories of CO2 allowances amount to Euros 13 million, intended in 2026 to cover 70% of emissions generated in 2025. The obligation to deliver CO2 emission rights in connection with emissions during the year is recognised under "Current provisions" (Note 16). Accumulated inventory impairment as at 31 December 2025 amounts to Euros 46 million (Euros 18 million as at 31 December 2024). Note 13. Cash and cash equivalents Cash and cash equivalents break down as follows: 31.12.2025 31.12.2024 Cash at banks and in hand 2,476 3,847 Cash equivalents (Spain and rest of Europe) 1,261 1,433 Cash equivalents (International) 620 346 Total 4,357 5,626 Cash equivalents have contractual maturities of less than three months and earn interest at a weighted effective rate of 2.82% as at 31 December 2025 (3.72% as at 31 December 2024). They include a balance of Euros 200 million comprising two short-term deposits made in November and December 2024 with a term of less than 3 months linked to CO2 emission rights, consisting of a spot purchase transaction and a simultaneous forward sale with the same counterparty, the same risk and a guaranteed return. These deposits were readily convertible into specified amounts of cash, could be cancelled at any time without penalty and were subject to a negligible risk of changes in value. As at 31 December 2025, there were no balances for investments of this type. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 83
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As at 31 December 2025 and 2024, there were no investments in sovereign debt, nor were there any significant restrictions on cash withdrawals. Cash and cash equivalents are valued at amortised cost. Note 14. Equity The main equity items are analysed below: 14.1. Share capital and share premium The variations in 2025 and 2024 in the number of shares and in the share capital and share premium accounts are as follows: Number of shares Share capital Share premium Total 01.01.2024 969,613,801 970 3,808 4,778 Variation — — — — 31.12.2024 969,613,801 970 3,808 4,778 Variation — — — — 31.12.2025 969,613,801 970 3,808 4,778 All issued shares are fully paid up and carry equal voting and dividend rights. There were no movements in the number of shares or in the "Share capital" and "Share premium" accounts during 2025 and 2024. The Company's Board of Directors, for a maximum term of five years as from 15 March 2022, is empowered to increase share capital by a maximum of 50% of the Company's share capital at the time of the authorisation, at one or more times, through cash payments at the time and in the amount that it deems fit, by issuing ordinary, privileged or redeemable shares, with or without voting rights, with or without a share premium, without requiring any further authorisation from the shareholders, with the power to partly or wholly override preferential subscription rights, up to a limit of 20% of share capital at the date of this authorisation, and to amend the Articles of Association as required due to the capital increase or increases performed by virtue of that authorisation, with provision for incomplete subscription, all in accordance with the provisions of Article 297.1.b) of the Capital Companies Law. Additionally, based on this authorisation, it may carry out any necessary procedures and actions before domestic and overseas securities market agencies to request the listing, continuance and/or, as the case may be, delisting of the issued shares. The Spanish Capital Companies Law specifically allows the use of the "Share premium" balance to increase capital and imposes no specific restrictions on its use. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 84
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The main holdings in the share capital of Naturgy Energy Group as at 31 December 2025 and 2024, based on the available public information and disclosures made to the Company, are as follows: Interest in share capital % 2025 2024 - Fundación Bancaria Caixa d'Estalvis i Pensions de Barcelona, "la Caixa" (1) 26.0 26.7 - BlackRock, Inc. (2) 12.5 20.9 - CVC Capital Partners PLC (3) (4) 13.8 20.7 - Corporación Financiera Alba, S.A. (3) (5) 5.0 — - IFM Global Infrastructure Fund (6) 15.5 16.9 - Sonatrach (7) 4.1 4.1 (1) Holding through Criteria Caixa, S.A.U. (2) The indirect shareholding is held mainly through GIP III Canary 1, S.à.r.l., which has a direct shareholding of 11.422% (20.641% as at 31 December 2024). Additionally, as at 31 December 2025, BlackRock, Inc. holds 0.092% of voting rights through financial instruments. (3) On 18 December 2025, Corporación Financiera Alba, S.A. (Alba), Rioja Investments S.à r.l., Rioja Luxembourg, S.à r.l. and Rioja Acquisition, S.à r.l. agreed to reorganise the investment structure in Naturgy, consisting of Alba ceasing to be a shareholder of Rioja Luxembourg, S.à r.l. and, indirectly, of Rioja Acquisition, S.à r.l. . As a result of this reorganisation, Alba Europe S.à r.l. now directly holds some of the shares in Naturgy that were previously owned by Rioja Acquisition, S.à r.l.. Consequently, on the same day, these companies agreed to terminate the shareholders' agreement that had been in force since 2018 and to replace it with a new shareholders' agreement between them in relation to Naturgy. (4) Through Rioja Acquisitions S.à r.l. (5) Through Alba Europe, S.à r.l. (6) Through Global InfraCo O (2), S.à.r.l. (7) Société Nationale pour la Recherche, la Production, le Transport, la Transformation et la Commercialisation des Hydrocarbures. All Naturgy shares are traded on the four official Spanish stock exchanges and the continuous market, and form part of Spain’s Ibex 35 stock index. On 31 December 2025, the share price of Naturgy Energy Group, S.A. stood at Euros 25.92. On 31 December 2024, the share price was Euros 23.38. In February 2024, Morgan Stanley Capital International (MSCI), a global benchmark for institutional investments and numerous mutual funds and exchange-traded funds, announced changes to the composition of several of its indexes. As a result, Naturgy ceased to be a component of several MSCI indices, effective as of market close on the last business day of February 2024. The exclusion was based on the market value of Naturgy's free float, which had fallen below MSCI's minimum inclusion thresholds, and was unrelated to the Group's operating and financial performance. As detailed in the section entitled “Own shares” in this note, Naturgy carried out several transactions that have enabled it to restore the level of free float required for its reinstatement in the MSCI indices. Consequently, in November 2025, MSCI announced that it would include Naturgy in its indices, effective from 25 November 2025. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 85
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14.2. Reserves and retained earnings “Reserves” includes the following: 2025 2024 Legal reserve 200 200 Statutory reserve 100 100 Capital redemption reserve 31 31 Other reserves and retained earnings 5,917 5,649 Voluntary reserve Naturgy Energy Group, S.A. 9,731 9,731 Other reserves and retained earnings (3,814) (4,082) 6,248 5,980 14.2.1. Legal reserve Appropriations to the legal reserve are made in compliance with the Spanish Capital Companies Law, which stipulates that 10% of profits must be transferred to this reserve until it represents at least 20% of share capital. The legal reserve can be used to increase capital in the part that exceeds 10% of the increased capital. Except as mentioned above, and as long as it does not exceed 20% of share capital, the legal reserve can only be used to offset losses in the event of no other reserves being available for this purpose. 14.2.2. Statutory reserve Under the articles of association of Naturgy Energy Group, S.A., 2% of net profit for the year must be allocated to the statutory reserve until it reaches at least 10% of share capital. 14.2.3. Capital redemption reserve Following approval at the ordinary general meeting of shareholders on 26 May 2020, a capital reduction was made in in 2020 through the redemption of own shares, resulting in a reduction of Euros 14 million in capital and 284 million in voluntary reserves. In addition, pursuant to Article 335 c) of the Spanish Capital Companies Law, a restricted capital redemption reserve was created for an amount equal to the par value of the redeemed shares. The total accumulated capital redemption reserve amounts to Euros 31 million as at 31 December 2025 and 2024. 14.2.4. Other reserves and retained earnings Relates basically to voluntary reserves for retained earnings. 14.3. Share-based payments On 31 July 2018, the Board of Directors approved a long-term variable incentive plan (ILP) for the Executive Chairman and other executives. The main characteristics of the plan were made public in the form of a regulatory disclosure on 6 December 2018 and were approved by the general meeting of shareholders on 5 March 2019. This incentive initially covered the term of the 2018 Strategic Plan but, on 25 November 2021, the Board decided to extend it to coincide with the completion date of the new 2021 Strategic Plan. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 86
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On 22 April 2024, at the proposal of the Executive Chairman and in order to be able to act with absolute independence and neutrality and to avoid any conflict of interest linked to the outcome of any potential bid for Naturgy shares, the Board of Directors approved an amendment to the Executive Chairman's long-term variable incentive plan. Through this amendment, the Company returned to the original remuneration scheme provided for in his February 2018 contract and in the Remuneration Policy approved by the Shareholders' Meeting in June 2018. The amended scheme was linked to the objectives of the Strategic Plan, and is no longer share-based. However, the main terms of the previous plan were maintained, such as the possibility of forfeiting the incentive, the duration and expiration of the plan, and the clawback clause. Additionally, under the amended plan, the Chairman may not receive more than he might have collected under the previous plan. The resolution adopted by the Board of Directors at a meeting on 22 April 2024 was ratified by the General Shareholders' Meeting on 25 April 2025. On 18 February 2025, Naturgy's Board of Directors approved the 2025 Strategic Plan and, consequently, the early expiry of the long-term variable incentive plan. Furthermore, based on a proposal of the Appointments, Remuneration and Corporate Governance Committee, the Board of Directors decided to settle in cash, instead of shares, the value of the surplus accumulated by the corporate vehicle in accordance with the conditions established initially. Following the approval of the early expiry of the long-term variable incentive plan, the rights vested early at the settlement date, as recognised in the consolidated income statement, under "Personnel expenses" for an amount of Euros 2 million (Euros 2 million in 2024) with a credit to "Reserves" in the consolidated statement of financial position (Note 25). Following the approval of the above-mentioned amendments to the long-term variable incentive plan by the Board of Directors and ratification by the General Shareholders' Meeting, the total liability of the commitment accrued since 2018 was recognised at settlement date fair value as a reclassification of equity and, subsequently, the 23 executives who were beneficiaries were paid. The settlement for the seven-year period from 2018 to 2024 amounted to an amount of Euros 9,584 thousand per year. 14.4. Treasury shares Movements in own shares of Naturgy Energy Group, S.A. in 2025 and 2024 are as follows: Number of shares Amount (million euro) % Capital 01.01.2024 8,879,595 206 0.9 % Share Acquisition Plan — — — % Delivered to employees — — — % 31.12.2024 8,879,595 206 0.9 % Tender offer 88,000,000 2,332 9.1 % 1st accelerated placement (19,305,000) (506) (2.0) % 2nd accelerated placement (34,100,000) (893) (3.5) % Delivered to employees (254,365) (7) — % 31.12.2025 43,220,230 1,132 4.5 % On 25 March 2025, the Shareholders' Meeting authorised the Board of Directors to purchase fully paid Company shares in one or more transactions in a period of not more than five years; the nominal value of the shares directly or indirectly acquired, added to those already held by the Company and its subsidiaries, must not exceed 10% of share capital or any other limit established by law. The price or value of the consideration may not be lower than the par value of the shares nor exceed their listed price in the last stock market session prior to the transaction by more than 20%. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 87
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2025 Tender offer At the date of publication of the notification of the tender offer (14 March 2025), Naturgy held 8,879,595 treasury shares, of which 8,639,595 were classified as indirect treasury shares as they were held by Naturgy Alfa Investments, S.A.U. (which is wholly owned, indirectly, by Naturgy Energy Group, S.A.). On 25 March 2025, the Board of Directors unanimously adopted, among others, a resolution under which Naturgy Energy Group, S.A. would acquire the 8,639,595 shares of the Company owned by Naturgy Alfa Investments, S.A.U. at a price of Euros 26.50, in connection with the early termination of the long-term variable incentive plan agreed by the Company's Board of Directors at a meeting on 18 February 2025 (see "Share-based payments" section of this Note). Naturgy Energy Group, S.A., the parent company of the Group, executed this acquisition on 14 May 2025. On 25 March 2025, at an Ordinary General Meeting of Naturgy Energy Group, S.A., the shareholders resolved to approve a voluntary partial public tender offer for a maximum of 88,000,000 own shares, representing 9.08% of its share capital, addressed to all Naturgy shareholders. The offer was not directed at the 8,879,595 treasury shares held by the Company prior to its launch, which represented 0.92% of its share capital, which were blocked as part of the offer in order to prevent their transfer. Consequently, the offer was addressed to the holders of 960,734,206 shares of Naturgy, representing 99.08% of the share capital, with the aim of acquiring the maximum number of shares indicated above. The offer was for the purchase of shares for a consideration of Euros 26.50 per share, payable entirely in cash. The terms established in the offer were identical for all the shares of Naturgy to which the offer was extended, the offer being voluntary and with a price freely set by Naturgy in accordance with the provisions of Article 13.5 of Royal Decree 1066/2007, without being subject to the rules on equitable pricing in Article 9 of Royal Decree 1066/2007. Shareholders owning shares representing more than 10% of the capital of Naturgy Energy Group, S.A.: Criteria Caixa, S.A.U. (Fundación Bancaria Caixa d'Estalvis i Pensions de Barcelona); Rioja Acquisition S.à r.l. (CVC Capital Partners PLC); GIP III Canary 1, S.à r.l. (BlackRock, Inc.); and Global InfraCo O (2), S.à r.l. (IFM Global Infrastructure Fund), undertook to accept the offer with all of their shares. Since the offer was made in respect of a number of shares representing 9.08% of Naturgy's share capital, which is less than the 84.97% of the share capital in respect of which acceptance undertakings have been received, it was expected that the total number of shares that accepted the offer would exceed the number of shares to which the offer was extended. Consequently, the distribution and pro-rata apportionment mechanism provided for in article 38.1 of Royal Decree 1066/2007 was applied. The offer is part of the 2025-2027 Strategic Plan, one of whose core pillars is to restore adequate levels of free float, and its main purpose is for Naturgy to acquire treasury shares so that, when deemed reasonable, possible and appropriate in accordance with market conditions existing at any given time, some or all of these shares may be placed by the Company in an orderly manner, on one or more occasions, by the procedure and under the terms and conditions (including the price) that Naturgy's Board of Directors deems most appropriate, so as to increase the free float and advance towards the goal of returning to the main stock market indexes, especially those of the MSCI family. Naturgy expects to place on the market, during the term of the 2025-2027 Strategic Plan, both the shares acquired in the voluntary and partial tender offer and all other treasury shares currently held by the Company. The resolution approved at the General Shareholders' Meeting on 25 March 2025 does not envisage that the shares so acquired may be cancelled and, pursuant to the 2025-2027 Strategic Plan's goal of increasing the free-float, on 6 May 2025, the Board of Directors undertook not to propose, during that period, that the General Shareholders' Meeting approve their cancellation. The offer was not a delisting offer as regulated in Article 65 of the Securities Markets and Investment Services Act (LMVSI) and Article 10 of Royal Decree 1066/2007, nor was it a tender offer for a capital reduction through the acquisition of treasury shares as regulated in Article 12 of Royal Decree 1066/2007. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 88
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The acceptance period was from 30 May to 13 June 2025. On completion of the offer, the number of shares ultimately acquired as part of the offer totalled 88 million, resulting in a cash outlay of Euros 2,332 million. Consequently, as at 30 June 2025, the total number of Naturgy treasury shares amounted to 96,879,595. Placement of treasury stock During the second half of 2025, Naturgy carried out a series of transactions involving own shares as part of its strategy to return to the market the shares acquired in the tender offer described above, thereby helping to improve the share's liquidity and facilitating its inclusion in international stock market indices. On 7 August 2025, Naturgy completed two transactions involving the disposal of treasury shares: an accelerated placement of 19,305,000 shares (approximately 2.0% of share capital) carried out by an intermediary and aimed at qualified investors, which raised Euros 500 million, and a bilateral sale of 34,100,000 shares (approximately 3.5% of share capital) to an international financial institution, for an amount of Euros 883 million. In both transactions, the execution price was Euros 25.9 per share, i.e. the price of the tender offer (Euros 26.5 per share) adjusted for the interim dividend of Euros 0.60 per share paid on 30 July 2025. Simultaneously with the bilateral sale of 34,100,000 shares, Naturgy entered into a total return swap agreement with the buyer, the same financial institution with which the sale has been made, under which Naturgy maintains economic exposure to the shares sold. Given that the swap is contingent upon the sale contract, the accounting effects are analysed jointly. The financial swap involves the intermediary placing the shares on the market under agreed conditions. At the time the swap was arranged, Naturgy did not make the initial payment of Euros 883 million, as the amount equivalent to the product of the number of shares covered by the contract and the agreed price is offset by the amount associated with the bilateral sale. At the time of settlement arising from the sale of shares to third parties: • Naturgy will pay a fixed amount equivalent to 1% of the initial amount, calculated on the basis of the shares sold to third parties and the period elapsed between contract signature and settlement; • the intermediary will pay the difference between the share placement price and their initial price; and • the intermediary will pay Naturgy the initial amount linked to the purchase of the placed shares. Furthermore, during the term of the swap agreement, Naturgy receives the dividends that the intermediary collects for the shares subject to the agreement. In November 2025, Naturgy received Euros 17 million under this heading, recognised under Other reserves. Given that Naturgy retains the risks and benefits associated with the shares involved in the bilateral sale and the financial swap, these shares are not removed from the group's equity. These transactions are considered as intermediation for the placement of shares by the financial institution, without any financing operation and therefore no financial liability, as the amount received from the sale is offset by the initial disbursement of the swap contract. In relation to the accelerated placement process, Naturgy undertook not to dispose of its remaining treasury shares and not to carry out any transaction aimed at reducing its economic exposure under the financial swap for a period of 60 days from the completion of the accelerated placement process. On 9 October 2025, Naturgy carried out another accelerated placement of 34,100,000 treasury shares (approximately 3.5% of share capital) among qualified investors, for a total amount of Euros 883 million, also for an execution price of Euros 25.9 per share and it also assumed a 60-day lock-up commitment on the remaining treasury shares, as well as an undertaking not to carry out any transaction aimed at reducing its economic exposure under the financial swap signed on 7 August 2025. The net amount received was Euros 879 million. As a result of these share placement transactions, a loss of Euros 17 million on transactions with own shares was recognised under Other reserves, without considering them as related expenses. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 89
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Delivered to employees Executing the resolutions adopted by the Shareholders' Meeting of Naturgy Energy Group, S.A., the 2025 Share Ownership Plan for Naturgy employees in Spain who voluntarily applied was implemented. The Plan enables participants to receive part of their remuneration in the form of shares in Naturgy Energy Group, S.A., subject to an annual limit of Euros 12,000. During August 2025, a total of 254,365 shares worth Euros 7 million were distributed to employees. Following these transactions and taking into account the swap agreement, Naturgy owned 43,220,230 own shares as at 31 December 2025, i.e. 4.5% of share capital. 2024 No transactions involving own shares were carried out in 2024. 14.5. Earnings per share Earnings per share are calculated by dividing the net income attributable to the equity holders of the parent Company by the average number of ordinary shares outstanding during the year: 31.12.2025 31.12.2024 Profit attributable to equity holders of the parent company 2,023 1,901 Average number of ordinary shares in issue 930,410,592 960,734,206 Earnings per share from continuing operations (in euro): - Basic 2.17 2.00 - Diluted 2.17 2.00 Earnings per share from discontinued activities (in euro): - Basic — (0.02) - Diluted — (0.02) The average number of ordinary shares used in the calculation of earnings per share in 2025 and 2024 is as follows: 2025 2024 Average number of ordinary shares 969,613,801 969,613,801 Average number of treasury shares (39,203,209) (8,879,595) Average number of shares outstanding 930,410,592 960,734,206 Basic earnings per share are the same as diluted earnings per share since there were no instruments susceptible of conversion into ordinary shares during those years and the conditions for including the shares under the incentive described in the section of this Note on "Share-based payments" in the calculation of diluted earnings per share were not met. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 90
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14.6. Dividends Dividend payments made by Naturgy Energy Group, S.A., the Naturgy Group parent company, in 2025 and 2024 are detailed below: 31.12.2025 31.12.2024 % of Nominal Euro per share Amount (1) % of Nominal Euro per share Amount (1) Ordinary shares 180 % 1.8 1,682 140 % 1.4 1,357 Other shares (non-voting, redeemable, etc.) — — — — — — Total dividends paid 180 % 1.8 1,682 140 % 1.4 1,357 a) Dividends charged to profit or loss or retained earnings 180 % 1.8 1,682 140 % 1.4 1,357 b) Dividends charged to reserves or share premium account — — — — — — c) Dividends in kind — — — — — — (1) Dividends paid, net of those received by group companies, amount to Euros 1,676 million and Euros 1,345 million as at 31 December 2025 and 2024, respectively. In addition, the dividends paid to non-controlling interests in 2025 amounted to Euros 244 million (Euros 226 million in 2024), of which Euros 17 million related to remuneration on other equity instruments (Euros 35 million in 2024). Consequently, total dividend payments amounted to Euros 1,920 million (Euros 1,571 million in 2024). Year 2025 On 18 February 2025, the Board of Directors approved the following proposal for the distribution of the Company's net profit and retained earnings from 2024 and previous years, for submission to the annual general meeting: AVAILABLE FOR DISTRIBUTION Profit..................................................................... 1,057 Retained earnings........................................…. 2,446 Available for distribution..….................... 3,503 DISTRIBUTION: TO DIVIDEND: amount whose gross amount will be equal to the sum of the following amounts (the "Dividend"): i. Euros 969 million ("the Total Interim Dividend"), corresponding to the two interim dividends for 2023 paid by Naturgy Energy Group, S.A., jointly equivalent to Euros 1.00 per share by the number of shares that were not direct treasury shares on the relevant dates as approved by the Board of Directors in accordance with the interim accounting statements and in accordance with the legal requirements, which disclosed the existence of sufficient liquidity for the distribution of these interim dividends out of profit for 2024, and ii. the amount obtained by multiplying €0.60 per share by the number of shares that are not direct treasury shares on the date on which the shareholders of record entitled to receive the supplementary dividend (the “Supplementary Dividend”) are determined. Euros 969 million of that dividend had already been paid on 1 August and 6 November 2024. The supplementary dividend will be paid in the amount per share indicated above through the entities that are members of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear). That dividend will be paid to shareholders as from 9 April 2025. The Board of Directors was empowered, with express powers of substitution by the director(s) it deems fit, to perform all the actions that may be required or advisable to carry out the distribution and, in particular, without limitation, to designate the entity that is to act as payment agent. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 91
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TO RETAINED EARNINGS: Determinable amount obtained by subtracting the dividend amount from the amount available for distribution. TOTAL DISTRIBUTED …......................................................... 3,503 This proposal for the distribution of profits and retained earnings prepared by the Board for approval by the annual general meeting included a supplementary payment of €0.60 per share for each qualifying share outstanding at the proposed date of payment, i.e. 9 April 2025. The general meeting of shareholders held on 25 March 2025 approved a supplementary dividend of €0.60 per share for shares not directly held as treasury stock on the payment date, which was fully paid on 9 April 2025. Following payment of the supplementary dividend, the amount allocated to retained earnings was Euros 1,952 million. At a meeting on 22 July 2025, the Board of Directors of Naturgy Energy Group, S.A. declared an interim dividend of €0.60 per outstanding share, payable from 30 July 2025, charged to 2025 profit. Naturgy Energy Group, S.A. had sufficient liquidity to pay the dividend at the approval date in accordance with the Spanish Capital Companies Act. The provisional liquidity statement as at 30 June 2025 drawn up by the directors on 22 July 2025 is as follows: Profit after tax 1,229 Reserves to be replenished — Maximum amount distributable 1,229 Forecast maximum interim dividend payment 524 Cash resources 1,864 Undrawn credit facilities 5,251 Total liquidity 7,115 At a meeting on 28 October 2025, the Board of Directors of Naturgy Energy Group, S.A. declared a second interim dividend of €0.60 per outstanding share, payable from 5 November 2025, charged to 2025 profit. The Company had sufficient liquidity to pay the dividend at the approval date, in accordance with the provisions of the Spanish Capital Companies Law. The provisional liquidity statement at 30 September 2025 drawn up by the directors on 28 October 2025 is as follows: Profit after tax 1,358 Reserves to be replenished — Maximum amount distributable 1,358 Interim dividend out of 2025 profit 524 Forecast maximum interim dividend payment 576 Cash resources 1,757 Undrawn credit facilities 5,250 Total liquidity 7,007 On 17 February 2026, the Board of Directors approved the following proposal for the distribution of the Company's 2025 net profit and retained earnings, for submission to the annual general meeting: AVAILABLE FOR DISTRIBUTION Profit.......................................................................... 1,321 Retained earnings.............................................…. 1,952 Available for distribution..…....................... 3,273 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 92
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DISTRIBUTION: TO DIVIDEND: amount whose gross amount will be equal to the sum of the following amounts (the "Dividend"): i. Euros 1,100 million ("the Total Interim Dividend"), corresponding to the two interim dividends for 2023 paid by Naturgy Energy Group, S.A., jointly equivalent to €1.20 per share by the number of shares that were not direct treasury shares on the relevant dates as approved by the Board of Directors in accordance with the interim accounting statements and in accordance with the legal requirements, which disclosed the existence of sufficient liquidity for the distribution of these interim dividends out of profit for 2025, and ii. the amount obtained by multiplying €0.57 per share by the number of shares that are not direct treasury shares on the date on which the shareholders of record entitled to receive the supplementary dividend (the “Supplementary Dividend”) are determined. Euros 1,100 million of that dividend had already been paid on 30 July and 5 November 2025. The supplementary dividend will be paid in the amount per share indicated above through the entities that are members of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear). That dividend will be paid to shareholders as from 31 March 2026. The Board of Directors was empowered, with express powers of substitution by the director(s) it deems fit, to perform all the actions that may be required or advisable to carry out the distribution and, in particular, without limitation, to designate the entity that is to act as payment agent. TO RETAINED EARNINGS: Determinable amount obtained by subtracting the dividend amount from the amount available for distribution. TOTAL DISTRIBUTED …......................................................... 3,273 This proposal for the distribution of profits and retained earnings adopted by the Board for approval by the annual general meeting includes a supplementary payment of €0.57 per share for each qualifying share outstanding at the proposed date of payment, 31 March 2026. In the event that, at the time of distribution of the third and last instalment of the proposed 2025 dividend (€0.57 per share), the number of treasury shares is the same as at 2025 year-end, the amount allocated to retained earnings would be Euros 1,626 million. Year 2024 On 26 February 2024, the Board of Directors approved the proposal, for submission to the general meeting of shareholders, for the distribution of Naturgy Energy Group, S.A.'s 2023 net profit and retained earnings from previous years, as detailed in Note 14 to the consolidated annual accounts for the year ended 31 December 2023. This proposal for the distribution of profits and retained earnings prepared by the Board for approval by the annual general meeting included a supplementary payment of €0.40 per share for each qualifying share outstanding at the proposed date of payment, i.e. 9 April 2024. The general meeting of shareholders on 2 April 2024 approved a supplementary dividend of €0.40 per share for shares not directly held as treasury stock on the payment date, which was fully paid on 9 April 2024. Following payment of the supplementary dividend, the amount allocated to Retained earnings was Euros 2,446 million. On 22 July 2024, the Board of Directors of Naturgy Energy Group, S.A. declared an interim dividend of €0.50 per share out of 2024 profits for shares not classified as direct treasury stock on the date of distribution, which was paid in full on 1 August 2024. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 93
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On 29 October 2024, the Board of Directors of Naturgy Energy Group, S.A. declared a second interim dividend of €0.50 per share out of 2024 profit for shares not classified as direct treasury shares on the date on which the dividend was paid, 6 November 2024. 14.7. Other equity items Movements in other equity items break down as follows: Financial assets at fair value Hedging operations Tax effect Total asset and liability revaluation reserves Currency translation differences Total 31.12.2023 (468) 326 50 (92) (1,381) (1,473) Change in value — (1,174) 206 (968) 52 (916) Taken to income statement — 443 (69) 374 9 383 31.12.2024 (468) (405) 187 (686) (1,320) (2,006) Change in value — 227 (97) 130 92 222 Taken to income statement — 366 (59) 307 2 309 31.12.2025 (468) 188 31 (249) (1,226) (1,475) The “Currency translation differences" heading includes the exchange differences described in Note 2.4.2 as a result of the euro's fluctuation against the main currencies of Naturgy's overseas companies. This heading also includes the effect of the restatement of the financial statements of companies in hyperinflationary economies. 14.8. Non-controlling interests The changes in non-controlling interests are detailed below: Non-controlling interests Balance at 01.01.2024 2,481 Total comprehensive income for the year 407 Dividend distribution (186) Redemption subordinated debenture issuance (500) Return on subordinated perpetual debt (29) Other changes 2 Balance as at 31.12.2024 2,175 Total comprehensive income for the year 284 Dividend distribution (230) Redemption subordinated debenture issuance (169) Return on subordinated perpetual debt (13) Other changes (16) Balance as at 31.12.2025 2,031 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 94
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The main non-controlling interests are detailed below: 2025 2024 Company Attributed equity Consolidate d profit/ (loss) for the year Dividends and other remuneration Attributed equity Consolidate d profit/ (loss) for the year Dividends and other remuneration Metrogas, S.A. 365 41 50 390 100 37 Companhia Distribuidora de Gás do Río de Janeiro, S.A. 147 43 12 117 45 30 Fuerza y Energía de Tuxpan, S.A. de C.V. 88 16 — 111 21 — Empresa de Distribución Eléctrica Metro Oeste, S.A. 114 14 4 119 17 — EcoEléctrica, L.P. 74 21 — 72 18 — Naturgy México, S.A. de C.V. 48 13 18 41 14 28 Ceg Río, S.A. 52 11 3 45 12 5 Aprovisionadora Global de Energía, S.A. 38 32 35 48 45 38 Nedgia Catalunya, S.A. 147 32 — 147 35 — Nedgia Madrid, S.A. 43 13 — 45 15 — Other companies (1) 469 112 104 423 101 42 Subtotal 1,585 348 226 1,558 423 180 Preference shares 110 4 4 110 6 6 Subordinated perpetual debentures 336 10 13 507 17 29 Other equity instruments 446 14 17 617 23 35 Total 2,031 362 243 2,175 446 215 (1) 2025 includes dividends accrued amounting to Euros 13 million distributed by Holding de Negocios de Gas, S.A. (Euros 4 million in 2024). The financial information on the main non-controlling interests is as follows (amounts for 100%): 31 December 2025 31 December 2024 Company Total assets Non- current liabilities Current liabilities Total assets Non-current liabilities Current liabilities Metrogas, S.A. 1,659 (529) (259) 1,688 (659) (99) Companhia Distribuidora de Gás do Río de Janeiro, S.A. 737 (203) (204) 734 (282) (188) Fuerza y Energía de Tuxpan, S.A. de C.V. 595 (145) (48) 733 (167) (65) Empresa de Distribución Eléctrica Metro Oeste, S.A. 1,597 (946) (291) 1,587 (646) (554) EcoEléctrica, L.P. (1) 278 (5) (7) 289 (6) (6) Naturgy México, S.A. de C.V. 681 (459) (69) 610 (219) (249) Ceg Río, S.A. 223 (44) (50) 230 (65) (51) Aprovisionadora Global de Energía, S.A. 141 (43) (18) 173 (36) (35) Nedgia Catalunya, S.A. 1,005 (103) (117) 1,015 (104) (126) Nedgia Madrid, S.A. 334 (33) (64) 341 (36) (59) (1) The financial information for Ecoeléctrica L.P., which is accounted for using the equity method, is shown pro rata the percentage of ownership. Appendix I contains a breakdown of Naturgy's investee companies, stating their activity and the percentage of the shareholding and equity interest. The analysis performed to determine that Naturgy exercises control over the consolidated entities identified no cases requiring a complex judgement, since Naturgy is entitled to variable returns from its involvement in the investee and has the capacity to influence those returns through its power in the investee, based on Naturgy’s representatives on the Board of Directors and its participation in significant decisions. Additionally, in general terms, there are no significant restrictions on Naturgy's capacity to access or utilise the assets, or to settle the liabilities. 14.8.1. Subordinated perpetual debentures As at 31 December 2025 and 2024, the breakdown of perpetual subordinated bonds issued by Naturgy Finance Iberia, S.A.U., is as follows: Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 95
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Outstanding nominal Issue 31.12.2025 31.12.2024 Call option Coupon November 2021 331 500 2027 2.374 % In May 2025, Naturgy called Euros 169 million of the subordinated perpetual notes issued in November 2021, with a coupon of 2.374% (see Note 17). This transaction had a positive impact of Euros 2 million recognised under "Reserves". In April 2024, Naturgy redeemed a Euros 500 million issue made in April 2015 with a coupon of 3.375%. Interest accrued on this debt is accumulated and must be paid if Naturgy pays dividends or if it is decided to exercise the call option. Although no contractual maturity has been established for this debt, Naturgy Finance Iberia, S.A.U. has the option to call it on the call date and, subsequently, on every interest payment date. Naturgy recognised the cash received under “Non-controlling interests” in equity in the consolidated statement of financial position on the understanding that the issues did not meet the conditions to be classified as a financial liability, because Naturgy does not have a contractual commitment to deliver cash or any other financial asset nor any obligation to exchange financial assets or liabilities; the circumstances whereby it would be obligated in this respect are entirely at the discretion of Naturgy. The interest accrued during 2025 amounts to Euros 10 million (Euros 17 million in 2024), recognised under “Non- controlling interests” in the consolidated income statement for 2025 and 2024. 14.8.2. Preference shares In 2005 Union Fenosa Preferentes, S.A. issued preference shares for a nominal amount of Euros 750 million, of which Euros 640 million was redeemed in 2015 and the remainder is still outstanding. Dividends are variable and non-cumulative: accruing interest at three-month Euribor plus a spread of 1.65%. The dividend is paid per calendar quarter in arrears, subject to the Naturgy having distributable profits (considering as such the lower between the reported net profit of Naturgy and the net profit of Naturgy Energy Group, S.A. as guarantor) and the dividend paid by Naturgy Energy Group, S.A. In addition, Unión Fenosa Preferentes, S.A.U. has the option, but not the obligation, to pay the holders of the preference shares remuneration in kind by increasing their nominal value. The shares are perpetual, with the option for the issuer to redeem them at nominal value. Naturgy recognised the cash received in “Non-controlling interests” under equity in the consolidated statement of financial position on the understanding that the issue did not meet the conditions to be considered as a financial liability, because Naturgy Finance B.V. does not have a contractual commitment to deliver cash or any other financial asset nor any obligation to exchange financial assets or liabilities; the circumstances whereby it would be obligated in this respect are entirely at the discretion of Naturgy. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 96
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Note 15. Deferred income The breakdown and the movements under this heading in 2025 and 2024 are as follows: Capital grants Revenues from pipeline networks and branch lines Other Total 01.01.2024 101 767 83 951 Amount received 6 94 136 236 Release to income (8) (40) (13) (61) Currency translation differences (1) — 4 3 7 Transfers and other — 1 (5) (4) 31.12.2024 99 826 204 1,129 Amount received 3 82 125 210 Release to income (11) (36) (13) (60) Currency translation differences (1) (1) (5) (15) (21) Transfers and other 8 (2) (4) 2 31.12.2025 98 865 297 1,260 (1) includes the impact of Argentina's hyperinflation. This heading mainly includes: • Capital grants relating basically to agreements with Spanish regional governments or other entities for the gasification or electrification of municipalities and other investments in gas infrastructure, for which Naturgy has met all the conditions established, are stated at the amount granted (Note 2.4.16). • Revenue received for the construction of facilities for connecting to the gas or electricity distribution network (connections), which is recognised for the cash amount received, as well as such facilities received under assignment, which are recognised at fair value (Note 2.4.16.). • "Other deferred revenue" includes mainly the investment tax credits (ITC) arising from the completion of the construction of the Grimes solar farms in the United States, amounting to Euros 111 million, received during 2025, and of the 7V facility, amounting to Euros 122 million, received during 2024. Note 16. Provisions The breakdown of provisions as at 31 December 2025 and 2024 is as follows: 31.12.2025 31.12.2024 Provisions for employee obligations 333 366 Other provisions 1,298 1,475 Non-current provisions 1,631 1,841 Current provisions 590 361 Total 2,221 2,202 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 97
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16.1 Provisions for obligations to employees A breakdown of the provisions relating to obligations to employees is as follows: 2025 2024 Pensions and other similar obligations Other obligations to personnel Total Pensions and other similar obligations Other obligations to personnel Total 1 January 327 39 366 359 29 388 Appropriations/reversals charged to income statement 19 25 44 20 10 30 Payments during the year (19) (50) (69) (19) — (19) Currency translation differences (5) — (5) (10) — (10) Changes recognised directly in equity (6) — (6) (25) — (25) Transfers and other applications (1) 4 3 2 — 2 As at 31 December 315 18 333 327 39 366 Pensions and other similar obligations The breakdown of pension provisions by country is as follows: Breakdown by country 31.12.2025 31.12.2024 01.01.2024 Spain 228 245 260 Brazil 43 43 63 Chile 4 4 6 Mexico 34 28 27 Rest 6 7 3 Total 315 327 359 Spain Most of the Company's post-employment obligations consist of the contribution of defined amounts to occupational pension plans. As at 31 December 2025 and 2024, Naturgy had the following defined-benefit commitments to certain groups: • Pensions to retired pensioners, disabled persons, widows and orphans who belong to certain groups. • Defined-benefit supplementary obligations to retired personnel of the legacy Unión Fenosa group who retired before November 2002 and a residual part of current personnel. • Retirement and death cover for certain employees. • Gas subsidy for current and retired personnel. • Electricity for current and retired personnel. • Commitments to early retirees until they reach retirement age, and early retirement plans. • Wage supplements and social security contributions for a group of early retirees until they reach ordinary retirement. • Health care and other benefits. Brazil As at 31 December 2025 and 2024, Naturgy has the following benefits in force for certain employees in Brazil: • Post-employment defined benefit plan, with coverage for retirement, death at work, disability pensions and lump sums. • Post-employment healthcare plan. • Other post-employment defined benefit plans that guarantee temporary pensions, life pensions and lump sums depending on years of service. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 98
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Chile As at 31 December 2025 and 2024, Naturgy has the following benefits in force for certain employees in Chile: • Severance pay for certain employees upon retirement, termination or death, calculated on the basis of the employee's length of service in the company. • Long-service bonuses, which are paid on completing 5, 10, 15, 20, 25 and 30 years of service. Mexico As at 31 December 2025 and 2024, Naturgy has the following benefits in force for certain employees in Mexico: • Long-service bonus after 15 years of service. • Termination indemnity for employees, without a minimum seniority requirement, payable in the event of death on the job, disability and dismissal. • Severance pay equivalent to 3 months' salary plus 20 days' salary per year of service. • Additional compensation only in case of retirement equivalent to 1% of basic salary per year of service. The provisions recognised in the consolidated statement of financial position for pensions and similar obligations, detailing the countries with the largest balances, as well as the changes in the present value of the obligations and the fair value of the plan assets, are as follows: 2025 2024 Spain Brazil Chile Mexico Spain Brazil Chile Mexico Present value of obligations 1 January 654 93 4 31 714 133 6 30 Service cost for the year — — — 2 — — — 1 Interest cost 21 13 — 3 22 12 — 3 Changes recognised in equity (23) 1 — 5 (23) (17) — (5) Benefits paid (56) (12) — (1) (59) (11) (1) — Currency translation differences — — — (3) — (24) (1) 2 Transfers and other (1) — — — — — — — As at 31 December 595 95 4 37 654 93 4 31 Fair value of plan assets 1 January 409 50 — 3 454 70 — 3 Expected yield 13 8 — — 14 7 — — Contributions (1) — — — — — — — Changes recognised in equity (12) 1 — — (15) (5) — — Benefits paid (42) (7) — — (44) (7) — — Currency translation differences — — — — — (15) — — Transfers and other — — — — — — — — As at 31 December 367 52 — 3 409 50 — 3 Provisions for pensions and similar obligations 228 43 4 34 245 43 4 28 The amounts recognised in the consolidated income statement for all the above-mentioned defined benefit plans are as follows: 2025 2024 Spain Brazil Chile Mexico Spain Brazil Chile Mexico Service cost for the year — — — 2 — — — 1 Interest cost 21 13 — 3 22 11 — 3 Expected return on plan assets (13) (8) — — (14) (6) — — Total charge to profit or loss 8 5 — 5 8 5 — 4 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 99
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Benefits to be paid in the coming years for the above-mentioned commitments are as follows: 2025 2024 Spain Brazil Chile Mexico Spain Brazil Chile Mexico 1 to 5 years — — — 1 — — — — 5 to 10 years 13 43 4 9 14 43 4 9 More than 10 years 215 — — 24 231 — — 19 Provision for pensions 228 43 4 34 245 43 4 28and similar obligations The weighted average duration of the defined benefit obligation is as follows: 2025 2024 Years Spain Brazil Chile Mexico Spain Brazil Chile Mexico Weighted average term of pension commitments 13.66 8.42 7.27 14.10 14.44 8.95 7.32 13.73 The changes in liabilities recognised in the consolidated statement of financial position are as follows: 2025 2024 Spain Brazil Chile Mexico Spain Brazil Chile Mexico 1 January 245 43 4 28 260 63 6 27 Charge against the income statement 8 5 — 5 8 5 — 4 Contributions paid and benefits (13) (5) — (1) (15) (4) (1) — Changes recognised in equity (11) — — 5 (8) (12) — (5) Currency translation differences — — — (3) — (9) (1) 2 Transfers and other (1) — — — — — — — As at 31 December 228 43 4 34 245 43 4 28 The accumulated amount of actuarial gains and losses recognised directly in equity is negative in the amount of Euros 82 million as at 31 December 2025 (negative Euros 88 million as at 31 December 2024), as follows: The change recognised in equity relates to actuarial losses and gains derived basically from adjustments to: 2025 2024 Spain Brazil Chile Mexico Spain Brazil Chile Mexico Financial assumptions (6) 5 — 7 (7) (16) — (5) Demographic assumptions — — — (1) — — — — Experience (4) (1) — (1) (1) 1 — — Limits on assets (1) (4) — — — 4 — — As at 31 December (11) — — 5 (8) (11) — (5) The main categories of plan assets, expressed as a percentage of the assets' total fair value, are as follows: Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 100 2025 2024 Spain 10 (1) Brazil (65) (65) Mexico (14) (9) Chile (13) (13) Total (82) (88)
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2025 2024 % of total Spain Brazil Chile Mexico Spain Brazil Chile Mexico Shares — % 15 % — % — % — % 22 % — % — % Bonds 100 % 74 % — % 100 % 100 % 72 % — % 100 % Real estate and other assets — % 11 % — % — % — % 7 % — % — % The real return on plan assets in 2025, relating to Spain and Brazil, was Euros 21 million (Euros 20 million in 2024). In the case of Mexico, the return on assets was less than Euros 1 million in 2025 and 2024. The actuarial assumptions used were as follows: 31.12.2025 31.12.2024 Spain Brazil Chile Mexico Spain Brazil Chile Mexico Discount rate (1) 3.30% - 4.02% 11,75% - 12,37% 5.60 % 8,80% - 9,40% 2.66% - 3.49% 12,49% - 12,96% 5.76 % 10,55% - 10,70% Expected return on plan assets (1) 3.30% - 3.78% 12.05 % n/a 8.95 % 3.30% - 3.49% 12.55 % n/a 10.55 % Future salary increases (1) n/a n/a 2,25% - 5,10% 5,00%- 5,50% 2.00 % n/a 2,25% - 5,10% 5,00 - 5,50% Future pension increases (1) 2.00 % n/a n/a n/a 2.00 % n/a n/a n/a Inflation rate (1) 2.00 % 4.00 % 3.00 % 4.00 % 2.00 % 4.50 % 3.00 % 4.00 % Mortality table PER2020 Col 1st order AT-2000 smoothed RV 2020 EMSSA 15-22 PER2020 Col 1st order AT-2000 smoothed RV 2020 EMSSA 2009 Life expectancy: Men • Retired at age 65 in the current year 25.27 20.04 22.60 20.70 25.13 20.04 22.60 22.03 • Employees 45 years old currently, at the time of retirement 27.75 18.21 23.21 17.98 27.63 18.21 23.21 23.67 Women Retired at age 65 in the current year 28.98 22.61 26.59 23.35 28.85 22.61 26.59 24.38 • Employees 45 years old currently, at the time of retirement 31.25 20.70 27.19 22.47 31.15 20.70 27.19 25.64 (1) Annual These assumptions are applicable uniformly to all the obligations irrespective of the origin of their collective bargaining agreements. The interest rates employed to discount the post-employment liabilities are based on the term of each commitment, and the reference curve is calculated from the observable rates for corporate bonds with a high credit rating (AA) issued in the Eurozone. The amount of benefits payable and estimated contributions to be made in 2026 in million euro are as follows: Benefits Contributions Spain Brazil Chile Mexico Spain Brazil Chile Mexico Post-employment 48 7 — 1 5 — — — Post-employment medical 4 3 — — 4 3 — — As at 31 December 52 10 — 1 9 3 — — Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 101
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The following table shows the effect on actuarial provisions and costs of a 1% change in the inflation rate, a 1% change in the discount rate and a 1% change in the cost of health care: Inflation 1% Discount rate +1% Healthcare +1% Present value of obligations 31 (62) 9 Fair value of plan assets 22 (36) — Asset ceiling — (1) — Provision for pensions 9 (25) 9 Service cost for the year — — — Interest cost 1 3 1 Expected return on plan assets 1 2 — Other obligations to personnel In addition to the approval of the 2021 Strategic Plan, the term of the long-term incentive plan for Naturgy executives not included in the plan mentioned in Note 14 that was implemented with the 2018 Strategic Plan was extended. The amendment extends the term of the plan until 31 December 2025 for certain serving beneficiaries in order to contribute to the achievement of the 2021 Strategic Plan. As at 31 December 2024, the provision for this commitment amounted to Euros 39 million. As in the case of the incentive plan described in Note 14, on 18 February 2025, Naturgy's Board of Directors approved the early settlement of the 2018-2024 multi-year incentive plan. The settlement in favour of this second group of executives, also for the seven-year period from 2018 to 2024, amounted to Euros 7,145 thousand per year. This amount was covered by the provisions that had been recognised for this purpose. In addition, at the general meeting held on 25 March 2025, the shareholders authorised the Board of Directors to establish a new multi-year variable remuneration scheme for all Naturgy executives, indexed to the annual shareholder return. This scheme will have an ordinary duration of three years, starting on 1 January 2025, will take the annual return obtained by a shareholder as a reference, considering an initial value of the shares and, as a final value, the weighted average share price in the 90 calendar days prior to the end of the incentive period, also considering the dividends paid to shareholders during the incentive period. This new multi-year variable remuneration scheme generates economic rights whose amount remains contingent until the end of the plan period, meaning that the final amount cannot be confirmed until 31 December 2027. Assuming as likely that the degree of fulfilment of the established conditions is 100%, the amount accrued during 2025 would be Euros 17.0 million, of which Euros 7.7 million would correspond to senior management. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 102
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16.2 Other current and non-current provisions Changes in current and non-current provisions are as follows: Non-current provisions Current provisions TotalDue to facility closure costs Other provisions Total 01.01.2024 531 929 1,460 543 2,003 Appropriations/reversals charged to income statement: – Appropriations due to financial update 11 14 25 — 25 – Appropriations with a charge to other items of profit or loss 80 220 300 289 589 – Reversals (1) (303) (304) (47) (351) Appropriations/reversals charged to fixed assets 62 — 62 — 62 Payment / Delivery of emission rights (26) (8) (34) (467) (501) Currency translation differences — (29) (29) (4) (33) Transfers and other 12 (17) (5) 47 42 31.12.2024 669 806 1,475 361 1,836 Appropriations/reversals charged to income statement: – Appropriations due to financial update 12 9 21 — 21 – Appropriations with a charge to other items of profit or loss 9 66 75 543 618 – Reversals (15) (83) (98) (17) (115) Appropriations/reversals charged to fixed assets 16 — 16 — 16 Payment / Delivery of emission rights (17) (109) (126) (292) (418) Currency translation differences (6) (9) (15) (6) (21) Transfers and other (27) (23) (50) 1 (49) 31.12.2025 641 657 1,298 590 1,888 The "Provisions for facility closure costs" heading includes provisions for obligations arising from decommissioning, restoration and other costs related to facilities, basically in the Thermal Generation, Energy Management and Renewable Generation segments. The “Other provisions” heading mainly includes provisions recognised to cover obligations derived mainly from tax claims, litigation and arbitration, insurance and other liabilities. During the year, provisions were made for the evolution of certain civil, administrative and tax claims in various Group companies. In 2025, the balance of the "Other provisions" heading decreased by Euros 115 million in relation to the provision that Metrogas had recognised for the litigation with Transportadora de Gas del Norte, S.A., following the agreement reached between the parties. This change is detailed in Note 36. In 2024, this provision had been reduced on the basis of an assessment of the changes that occurred in the legal proceedings during that year. As at 31 December 2025, the balance of "Other provisions" also includes provisions related to the assessment issued as a result of the partial audit of the Temporary Energy Tax for 2023 and 2024 (Note 21). These provisions were mainly allocated in 2024, with only the update being recognised in 2025. To a lesser extent, this heading includes the amount of the disciplinary proceedings against UFD Distribución Electricidad S.A., which have not yet concluded (Note 36). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 103
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Additionally, the balance of "Other provisions" was reduced by Euros 24 million due to the payment of indemnities agreed with the buyer of the Electricity Distribution Chile business, which had been provisioned in the previous year. The changes in this item in 2024 included the reversals of provisions related to the arbitration proceedings with Endesa (see Note 36). The "Current provisions" heading mainly includes the provision for CO2 emissions for the year 2025 in the amount of Euros 492 million (Euros 262 million in 2024), which will be delivered in the following year. The CO2 emission rights relating to emissions made in 2024 were delivered in 2025, with an impact on current provisions of Euros 264 million, and a balancing entry to the emission rights recorded under "Inventories" (see Note 12). The estimated payment dates of the non-current obligations provisioned under this heading are Euros 846 million between one and five years (Euros 1,004 million as at 31 December 2024), Euros 29 million between five and ten years (Euros 57 million as at 31 December 2024) and Euros 423 million at over ten years (Euros 414 million as at 31 December 2024). Note 17. Financial liabilities The composition of financial debt as at 31 December 2025 and 2024 is as follows: 31.12.2025 31.12.2024 Issuing of debentures and other negotiable obligations 4,896 5,027 Borrowings from financial institutions 7,978 8,675 Derivative financial instruments (Note 18) — 14 Lease liabilities (Note 2.4.21) 1,118 1,379 Non-current borrowings 13,992 15,095 Issuing of debentures and other negotiable obligations 789 1,392 Borrowings from financial institutions 1,806 1,322 Derivative financial instruments (Note 18) 11 19 Lease liabilities (Note 2.4.21) 160 183 Other financial liabilities 5 11 Current borrowings 2,771 2,927 Total 16,763 18,022 Financial liabilities recognised at fair value as at 31 December 2025 and 2024 are classified as follows: 31.12.2025 31.12.2024 Financial liabilities Level 1 (listed price on active markets) Level 2 (observable variables) Level 3 (unobservable variables) Total Level 1 (listed price on active markets) Level 2 (observable variables) Level 3 (unobservable variables) Total Fair value through profit or loss — — — — — — — — Hedging derivatives — 11 — 11 — 33 — 33 Total — 11 — 11 — 33 — 33 Other financial liabilities are measured at amortised cost. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 104
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The carrying amounts and fair value of non-current borrowings are as follows: Carrying amount Fair value 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Issuing of debentures and other negotiable securities 4,896 5,027 4,863 4,936 Loans from financial institutions and other financial liabilities 7,978 8,675 7,996 8,738 The bonds and other marketable securities are listed and, therefore, their fair value is estimated on the basis of their listed price (Level 1). In bank borrowings and other financial liabilities, the fair value of the debt at fixed interest rates is estimated on the basis of the discounted cash flows over the remaining terms of such debt. The discount rates were determined based on market rates available as at 31 December 2025 and 2024 for borrowings with similar credit and maturity characteristics. These valuations are based on the listed prices of similar financial instruments in an official market or on observable information in an official market (Level 2). The following tables describe the financial debt by instrument as at 31 December 2025 and 2024 and their maturity schedule, considering the impact of hedging with derivatives: 2026 2027 2028 2029 2030 2031 and beyond Total 31.12.2025 Issuing of debentures and other negotiable securities Fixed 776 169 835 1,254 597 1,726 5,357 Floating 13 169 74 3 5 64 328 Institutional Banks and other financial institutions Fixed 109 126 344 216 196 1,579 2,570 Floating 2 2 2 20 19 336 381 Lease liabilities Fixed 160 166 133 103 80 636 1,278 Commercial Banks and other financial liabilities Fixed 878 161 54 704 — 3 1,800 Floating 833 437 1,267 787 799 926 5,049 Total Fixed 1,923 622 1,366 2,277 873 3,944 11,005 Total Floating 848 608 1,343 810 823 1,326 5,758 Total 2,771 1,230 2,709 3,087 1,696 5,270 16,763 2025 2026 2027 2028 2029 2030 and thereafter Total 31.12.2024 Issuing of debentures and other negotiable securities Fixed 1,388 852 878 807 1,242 1,049 6,216 Floating 4 7 166 4 5 17 203 Institutional Banks and other financial institutions Fixed 91 91 91 309 163 1,407 2,152 Floating 14 19 37 38 37 200 345 Lease liabilities Fixed 183 174 161 122 122 800 1,562 Commercial Banks and other financial liabilities Fixed 342 1,080 69 21 853 5 2,370 Floating 905 1,021 587 1,671 408 582 5,174 Total Fixed 2,004 2,197 1,199 1,259 2,380 3,261 12,300 Total Floating 923 1,047 790 1,713 450 799 5,722 Total 2,927 3,244 1,989 2,972 2,830 4,060 18,022 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 105
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If the impact of derivatives on financial debt is not taken into account, fixed-rate financial debt would amount to Euros 7,754 million as at 31 December 2025 (Euros 8,927 million as at 31 December 2024) and floating-rate financial debt would amount to Euros 8,998 million as at 31 December 2025 (Euros 9,062 million as at 31 December 2024). The following tables show the currency-denominated gross financial debt as at 31 December 2025 and 2024 and its maturity schedule, considering the impact of hedging with derivatives: 2026 2027 2028 2029 2030 2031 and beyond Total 31.12.2025 Euro debt 879 692 2,119 2,138 1,208 4,252 11,288 Foreign Currency Debt: US Dollar 1,274 177 361 125 438 514 2,889 Chilean peso 198 87 77 — 39 73 474 Mexican peso 226 217 128 58 1 179 809 Brazilian real 131 39 6 5 6 42 229 Australian dollar 35 14 15 760 4 210 1,038 Argentinian peso 28 4 3 1 — — 36 Total 2,771 1,230 2,709 3,087 1,696 5,270 16,763 2025 2026 2027 2028 2029 2030 and thereafter Total 31.12.2024 Euro debt 1,536 1,116 1,475 2,688 1,926 3,299 12,040 Foreign Currency Debt: US Dollar 927 1,558 209 261 119 455 3,529 Chilean peso 76 193 89 — — — 358 Mexican peso 232 222 177 — 50 66 747 Brazilian real 106 135 20 7 7 40 315 Australian dollar 29 16 16 16 728 200 1,005 Argentinian peso 21 4 3 — — — 28 Total 2,927 3,244 1,989 2,972 2,830 4,060 18,022 Financial debt in euro bore interest at an average effective rate of 2.58% in 2025 (2.36% in 2024) and financial debt in foreign currency bore interest at an average effective rate of 7.17% in 2025 (7.94% in 2024), including the derivative instruments assigned to each transaction. Average financial debt amounts to Euros 15,712 million (Euros 15,251 million in 2024), calculated as the average balance of gross financial debt at the end of each month in the year, excluding finance lease debt. As at 31 December 2025, Naturgy has credit lines for a total amount of Euros 5,681 million (Euros 5,859 million as at 31 December 2024), of which Euros 5,560 million are undrawn (Euros 5,611 million as at 31 December 2024). As at 31 December 2024, bank borrowings amounting to Euros 3,778 million (Euros 4,392 million as at 31 December 2024) and outstanding bonds amounting to Euros 393 million (Euros 174 million as at 31 December 2024) are subject to the fulfilment of certain financial ratios. Most of the outstanding borrowings carry a clause relating to a change of control, either by acquisition of more than 50% of the voting shares or by obtaining the right to appoint the majority of the members of the Board of Naturgy Energy Group, S.A. Those clauses are subject to additional conditions and, consequently, triggering them would require more than one of the following events to occur simultaneously: a material downgrade in the credit rating caused by the change in control, or the loss of investment grade status granted by rating agencies; inability to meet the financial obligations of the contract; a material detrimental event for the creditor; or a material adverse change in creditworthiness. These clauses involve the repayment of drawn-down debt, although they usually have a longer term than that granted in cases of early termination. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 106
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Specifically, as is habitual in the Euromarket, the outstanding bonds, in the amount of Euros 4,819 million (Euros 5,851 million as at 31 December 2024), might have to be repaid early if such a change in control triggered a downgrade of more than two full notches in at least two of the Company's three ratings, or if all the ratings fell below investment grade, provided that the rating agency stated that the rating downgrade was a result of the change in control. There are also loans for an amount of Euros 5,101 million that could be subject to early repayment in the event of a change of control (Euros 5,360 million as at 31 December 2024). Most of that amount is linked to infrastructure financing from the European Investment Bank that requires a rating downgrade in addition to the change in control, and has special repayment terms that are longer than those relating to early termination events. At the date of authorisation of these consolidated annual accounts, Naturgy is not in breach of its financial obligations or of any type of obligation that might trigger early maturity of its financial commitments, except for Parque Eólico Peñarroldana, S.L., which is in breach of certain obligations under financing contracts. A waiver has been obtained from the lending banks to avoid early termination. As at 31 December 2024, GPG Solar Chile 2017, S.p.A and Ibereólica Cabo Leones II, S.A. presented similar breaches, which led to the classification of a balance of Euros 248 million as current (Euros 166 million at Cabo Leones II, S.A. and Euros 82 million at GPG Solar Chile 2017, S.p.A.). As at 31 December 2025, the balances of GPG Solar Chile 2017, S.p.A. and Ibereólica Cabo Leones II, S.A. were classified as "Non-current liabilities held for sale" (Note 11). As at 31 December 2025, Naturgy had bank borrowings secured by assets for an amount of Euros 948 million (Euros 1,141 million as at 31 December 2024). Naturgy is in a process of continuous optimisation of the financing assigned to each of the business units in order to increase visibility in the accounts, their financial autonomy, and to obtain financing in the same currency in which the cash flows originate, with the aim of obtaining greater flexibility. The Group continues to work on strengthening its financial profile, and has conducted refinancing transactions that do not involve substantial changes to the terms of the initial debt, amounting to Euros 4,220 million for the refinancing of loans and credit lines with credit institutions in Spain and Euros 710 million in international businesses. New finance was arranged with credit institutions in Spain for Euros 3,116 million and in international businesses for Euros 661 million. The main financing instruments are as follows: 17.1 Bonds and other negotiable securities Changes in debt securities in 2025 and 2024 are as follows: 1.1.2025 Issues Buy-backs or redemptions Currency translation differences, etc. 31.12.2025 Issued in a European Union Member State which required the filing of a prospectus 5,841 1,909 (2,940) 12 4,822 Issued outside a European Union Member State 578 402 (129) 12 863 Total 6,419 2,311 (3,069) 24 5,685 1.1.2024 Issues Buy-backs or redemptions Currency translation differences, etc. 31.12.2024 Issued in a European Union Member State which required the filing of a prospectus 6,999 1,000 (2,154) (4) 5,841 Issued outside a European Union Member State 630 195 (165) (82) 578 Total 7,629 1,195 (2,319) (86) 6,419 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 107
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The main features of Naturgy's principal bond and other marketable security programmes, excluding the impact of accrued and unpaid interest, is as follows: 31.12.2025 Programme/Company Country Year formalised Currency Programme limit Drawn- down nominal amount Available Issuances per year Euro Commercial Paper (ECP) programme Naturgy Finance Iberia, S.A.U. Spain 2010 Euros 1,000 — 1,000 909 European Medium Term Notes (EMTN) programme Naturgy Finance Iberia, S.A.U. Spain 1999 Euros 12,000 4,819 7,181 1,000 Negotiable bonds and Certificates Programme Guimarania I Solar Spe Ltda Brazil 2020 Brazilian real 6 6 — — Guimarania II Solar SPE Ltda Sobral I Solar Energia SPE Ltda. Brazil 2018 Brazilian real 17 17 — — Sertao I Solar Energia SPE Ltda Brazil 2018 Brazilian real 15 15 — — Naturgy México S.A. de C.V. Mexico 2011 Mexican peso 474 470 4 183 Naturgy BAN, S.A. Argentina 2015 Argentinian peso 59 — 59 — Metrogas, S.A. Chile 2015 Chilean peso 376 249 127 111 Empresa de Distribución Eléctrica Metro Oeste, S.A. Panama 2025 USD 299 106 193 108 31.12.2024 Programme/Company Country Year formalised Currency Program me limit Drawn- down nominal amount Available Issuances per year Euro Commercial Paper (ECP) programme Naturgy Finance Iberia, S.A.U. Spain 2010 Euros 1,000 — 1,000 — European Medium Term Notes (EMTN) programme Naturgy Finance Iberia, S.A.U. Spain 1999 Euros 12,000 5,851 6,149 1,000 Negotiable bonds and Certificates Programme Guimarania I Solar Spe Ltda Brazil 2020 Brazilian real 7 7 — —Guimarania II Solar SPE Ltda Sobral I Solar Energia SPE Ltda. Brazil 2018 Brazilian real 17 17 — — Sertao I Solar Energia SPE Ltda Brazil 2018 Brazilian real 16 16 — — Naturgy México S.A. de C.V. Mexico 2011 Mexican peso 464 405 59 195 Naturgy BAN, S.A. Argentina 2015 Argentinian peso 6 — 6 — Metrogas, S.A. Chile 2015 Chilean peso 133 133 — — Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 108
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Details of the nominal amount issued under the EMTN programme are as follows: Issue Drawn-down nominal amount Maturity Coupon (%) 31.12.2025 31.12.2024 January 2015 — 401 2025 1.38 April 2016 348 425 2026 1.25 January 2017 182 883 2027 1.38 October 2017 300 300 2029 1.88 November 2017 — 800 2025 0.88 January 2018 850 850 2028 1.50 November 2019 900 900 2029 0.75 April 2020 239 292 2026 1.25 October 2024 500 500 2030 3.25 October 2024 500 500 2034 3.63 May 2025 500 — 2031 3.38 May 2025 500 — 2035 3.88 Total 4,819 5,851 2025 In May 2025 , Naturgy issued two bonds under the EMTN programme: Euros 500 million at 6 years with a 3.375% coupon, and Euros 500 million at 10 years with a 3.875% coupon. The proceeds were used to call Euros 831 million of bonds maturing between 2026 and 2027. This transaction had a positive impact of Euros 2 million, recognised under "Other financial income". The proceeds were also used to call Euros 169 million in subordinated perpetual notes (Note 14). Bonds for a total amount of Euros 1,201 million with an average coupon of 1.04% matured in 2025. During 2025, Euros 909 million were issued under the ECP programme and matured during the year, with no amount outstanding as at 31 December 2025 (there were no outstanding issues as at 31 December 2024). In other countries, bond issues in Chile were for Euros 37 million at 5 years at a fixed rate of 3.30% and Euros 74 million at 10 years at a fixed rate of 3.50%; bond issues in Panama were for USD 70 million (Euros 61 million) at 5 years at a fixed rate of 7% and USD 55 million (Euros 47 million) at 7 years at a floating rate of SOFR 3 months + a spread of 3.5%. Naturgy México S.A. de CV issued two bonds: MXN 1,500 million (Euros 70 million) maturing in three years with a coupon at TIIE +0.63%, and MXN 2,500 million (Euros 113 million), maturing in seven years and with a fixed coupon of 9.98%. The bonds issued in Mexico include a change of control clause that requires a tender offer to be made for all the bonds. 2024 There were no issues under the EMTN and ECP programmes in 2024. A bond issued by Naturgy México S.A. de CV in the amount of MXN 2,900 million (equivalent to Euros 165 million) matured in March 2024. In that same month of March, Naturgy México S.A. de CV issued a MXN 3,500 million (Euros 195 million) 3-year bond with a coupon of TIIE +0.49%. The bonds issued in Mexico include a change of control clause that requires a tender offer to be made for all the bonds. In October 2024, Naturgy issued two bonds under its EMTN programme: Euros 500 million each, maturing in six and ten years with coupons of 3.25% and 3.625%, respectively. The funds were used to call Euros 1,000 million of bonds maturing between 2026 and 2027. This transaction had a positive impact of EUR 19 million recognised under "Other financial income". In 2024, bonds matured for a total amount of Euros 1,154 million with an average coupon of 1.75%. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 109
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17.2 Borrowings from financial institutions Loans from European credit institutions (commercial/institutional banks) As at 31 December 2025, bank borrowings (commercial banks) include bank loans of Euros 4,410 million (Euros 4,519 million as at 31 December 2024). Additionally, in connection with borrowings from institutional banks, the European Investment Bank (EIB) had granted financing to Naturgy as at 31 December 2025 in the amount of Euros 2,331 million maturing between 2026 and 2044 (Euros 2,064 million drawn down as at 31 December 2024). In Spain, Naturgy arranged a second tranche of the European Investment Bank (EIB) credit line for financing renewable projects amounting to Euros 250 million over 17 years at a floating rate referenced to the 6-month Euribor. In addition, a loan was arranged with the European Investment Bank (EIB) to finance electricity networks amounting to Euros 100 million over 12 years at a floating rate linked to the 6-month Euribor. No amounts have been drawn against this loan and line of credit. There are also two loans from Spain's Official Credit Institute (ICO) totalling Euros 380 million maturing in 2034 at the latest (Euros 400 million as at 31 December 2024). Naturgy also enjoys a comfortable debt maturity profile and statement of financial position, as well as flexibility in executing its investments and expenses in order to address the current economic situation. Loans from Latin American credit institutions (commercial/institutional banks) As at 31 December 2025, borrowings from a number of financial institutions in Latin America totalled Euros 1,871 million (Euros 2,251 million as at 31 December 2024). The geographic breakdown of these loans is as follows: Country 31.12.2025 31.12.2024 Chile 300 567 Panama 1,034 1,068 Brazil 185 268 Mexico 317 321 Other 35 27 1,871 2,251 Bank loans in other countries (commercial/institutional banks) As at 31 December 2025, bank borrowings in other countries relate solely to Australia and amounted to Euros 792 million (Euros 762 million as at 31 December 2024), to finance wind farms under construction and development. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 110
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17.3 Lease liabilities The main finance lease liabilities recognised under this heading as at 31 December 2025 and 2024 are as follows: – Vessels under finance leases, where the debt amounts to Euros 715 million as at 31 December 2025, are as follows: Year acquired Capacity (m3) Maturity Extension option 2014 173,400 2032 — 2016 176,300 2036 — 2016 176,300 2036 — 2018 178,800 2037 — 2018 178,800 2037 — 2025 130,400 2029 — 2025 138,000 2029 5 years 2025 138,000 2029 5 años – Other material financial liabilities associated with lease contracts, which relate to the leases on office buildings and land for energy use linked to generation facilities, where the debt amounts to Euros 563 million as at 31 December 2025 (Note 7). Naturgy's activity as a lessor in contracts that qualify as finance leases is non-material, the main item being trade accounts receivable for the assignment of the right to use gas and energy management facilities. The effective average interest rate on finance lease liabilities as at 31 December 2025 is 5.75% (5.8% as at 31 December 2024). 17.4 Financing linked to fulfilment of ESG objectives (environmental, social and corporate governance factors) ESG-linked financing relates to credit lines in Spain, the cost of which is linked to at least one of the following ESG indicators: • Direct GHG emissions: three-year average reduction (Mt CO2/GWh) • CO2 intensity in power generation: three-year average reduction (tCO2/GWh) • Water consumption: three-year average reduction (hm3) • Women in management positions (%) The adjustment to the cost of debt is linked to the level of compliance with the above metrics and their variation with respect to the previous year's indicators. These credit lines, amounting to Euros 2,885 million as at 31 December 2025 (Euros 3,723 million as at 31 December 2024), have not been drawn down and, therefore, the impact on the funding cost of the degree of compliance with these indicators is not material. In addition, the terms of that financing do not disclose the existence of an embedded derivative that needs to be treated separately. Note 18. Risk management and derivative financial instruments 18.1. Risk management Naturgy's Risk Control and Management Model determines the risk assessment methodologies and models, controls, manages and establishes the Group's risk reporting, ensuring that a risk profile and target risk limits are maintained to guarantee that the level of exposure in the course of its activities is consistent with its annual and strategic objectives. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 111
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The model is implemented on the basis of the principles of integration, segregation, homogeneity, coherence and transparency in corporate governance, and is structured in four pillars: • Risk governance: defines governance for each type of risk, establishing the necessary regulations and assigning responsibilities. • Risk Assessment: establishes the risk assessment methodologies, harmonising common procedures for the identification, assessment and treatment of the information associated with each risk, to ensure uniformity and coherence both when quantifying them individually and when subsequently aggregating them, with the aim of achieving a homogeneous, integrated vision of them. • Risk Appetite: establishes the risk tolerance by setting limits for the main risk categories, as a function of the Group's targets. • Risk Reporting: establishes regular, systematic risk reporting at different management levels, expressed in the Corporate Risk Map, recurring risk reports and/or ad hoc reports. The Corporate Risk Map identifies and quantifies the risks that might affect Naturgy's performance, providing a comprehensive, consistent and integrated overview of these risks. 18.1.1. Interest rate risk Fluctuations in interest rates modify the fair value of assets and liabilities that accrue a fixed interest rate and the cash flows from assets and liabilities pegged to a floating interest rate and, accordingly, affect equity and profit, respectively. The purpose of interest rate risk management is to balance floating- and fixed-rate borrowings in order to reduce borrowing costs within the established risk parameters. Naturgy employs financial swaps to manage exposure to interest rate fluctuations, swapping floating rates for fixed rates. The financial debt structure as at 31 December 2025 and 2024 (Note 17), after taking into account the hedges arranged through derivatives, is as follows: 31.12.2025 31.12.2024 Fixed interest rate 11,005 12,300 Floating interest rate 5,758 5,722 Total 16,763 18,022 Floating interest rates are tied mainly to Euribor, SOFR (USD), BBSY (AUD) and and indexed rates in Mexico, Brazil, Argentina and Chile. The sensitivity of results and equity (Other equity items) to interest rate fluctuations is as follows: Increase/decrease in interest rates (basis points) Effect on profit before tax Effect on equity before tax 2025 +50 (29) 51 -50 29 (51) 2024 +50 (29) 70 -50 29 (70) Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 112
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In 2025, inflation in the euro zone remained at moderate levels, further evidencing the stabilisation observed after the sharp decline recorded between 2022 and 2024. In December 2025, the consumer price index stood at 1.9%. This performance enabled the European Central Bank to implement additional reductions in the official interest rates (in January, April and June 2025), bringing the main refinancing rate to 2.15%. Since then, the ECB has kept rates stable. As for interest rates in the United States, the federal funds rate remained stable at 4.50% in the first half of 2025. Starting in September, the Federal Reserve began cutting rates, motivated by the need to support the labour market and the gradual moderation of inflation. These cuts materialised in reductions in September, October and December, in the range 3.50% to 3.75%. During the first half of 2025, Australia's official rate remained at 3.85% but, in August, the Reserve Bank of Australia (RBA) reduced the rate to 3.60% since annual inflation was still around 3.3%, i.e. above the target range of 2-3%, and economic growth was weak. In any event, Naturgy's floating rate debt as at 31 December 2025 represents only 34% of the total (32% as at 31 December 2024). 18.1.2. Exchange rate risk Variations in exchange rates can affect the fair value of: • Converted value of cash flows related to the purchase or sale of raw materials denominated in currencies other than local or functional currency. • Debt denominated in currencies other than local or functional currency. • Transactions and investments in currencies other than the euro, in terms of the euro-equivalent value of the equity contributed and results. In order to mitigate these risks to the extent possible, Naturgy finances its investments in local currency. Furthermore, where possible, it tries to match costs and revenues by reference to the same currency, as well as amounts and maturities of assets and liabilities arising from operations denominated in currencies other than the euro. For open positions, risks in non-functional currencies are managed, where considered necessary, through financial swaps and hedging derivatives. The currency other than the euro in which Naturgy operates most is the US dollar. The sensitivity of Naturgy’s profits and equity (Other equity items) to a 5% variation (increase or decrease) in the US dollar/euro exchange rate for the derivatives it arranges is as follows: Increase/decrease in USD exchange rate Effect on profit before tax Effect on equity before tax 2025 +5 % — 4 -5 % — (4) 2024 +5 % — 14 -5 % — (15) Additionally, net assets of overseas companies whose functional currency is not the euro are subject to foreign exchange risk when their financial statements are translated to euro during the consolidation process. Exposure to risk countries where there is more than one exchange rate is not material. Naturgy's equity as at 31 December 2025 in Argentinian pesos amounts to Euros 246 million (Euros 252 million as at 31 December 2024). A 5% variation in the Argentinian peso/euro exchange rate would have an impact of Euros 12 million on equity before taxes (Euros 13 million as at 31 December 2024). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 113
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The effect of exchange rates on the translation of the main items of the consolidated annual accounts as at 31 December 2025 is as follows: % change vs. 2024 (1) Gross Operating Profit Consolidated profit attributable to the parent company Net borrowings (2) US Dollar (USD) 4.4 % (33) (14) (155) Mexican Peso (MXN) 9.3 % (28) (7) 12 Brazilian Real (BRL) 8.2 % (24) (7) 3 Argentinian Peso (ARS) 59.6 % (94) (48) 19 Chilean Peso (CLP) 5.2 % (16) (7) (9) Other currencies — (5) 1 (74) Total — (200) (82) (204) (1) Corresponds to the variation in cumulative average exchange rates, except in the case of Argentina, where the closing exchange rate is applied as it is classified as a hyperinflationary economy. (2) Corresponds to the variation in exchange rates at the end of each period. 18.1.3. Commodity risk Volatility in the prices of energy commodities (natural gas, oil, electricity) poses a significant risk to the Group, given its direct impact on procurement costs and commercial margins. Geopolitical factors, such as tensions in producing regions or changes in export policies, can alter global supply and demand, causing sharp fluctuations in prices. In the gas business, it should be noted that Naturgy's operating results are linked to the purchase and sale of gas to supply a diversified customer portfolio. Most gas procurement contracts are arranged on a long-term basis with purchase prices based on a combination of commodity prices, basically crude oil and its derivatives, and natural gas hub prices. Selling prices to final customers are generally agreed on a short/medium-term basis and are conditioned by the supply/demand balance existing at any given time in the gas market. This may result in decoupling with respect to gas procurement prices. Consequently, Naturgy is exposed to variations in gas procurement prices with respect to the sale price to end customers. Exposure to this risk is managed and mitigated by natural hedging, seeking to balance the commodity exposures of both prices. Additionally, the main long-term procurement contracts allow us to manage this exposure through volume flexibility and price review mechanisms. When it is not possible to achieve a natural hedge, the position is managed, within reasonable risk parameters, through derivatives, generally designated as hedging instruments, to reduce exposure to price decoupling risk. However, these hedges may prove to be ineffective in the event of changes in the expected dates of the purchase and sale transactions, a reduction in the volumes hedged, or a decoupling from the indices hedged in the purchase and sale transactions. In the integrated electricity businesses, the Group's aggregate exposure is determined by the strategic generation/ supply positioning and by the final sale pricing policies in electricity supply. Gas prices began to escalate late in 2021 and peaked in 2022 following the impact of the war in Ukraine and the reduction in supplies from Russia. Prices corrected downwards from 2023 onwards, leading to a phase of relative stability towards the middle of 2024. Subsequently, there was a significant upturn until February 2025, followed by another correction that led to a more stable situation towards the middle of 2025. During the second half of 2025, ceasefire talks between Ukraine and Russia, high storage levels, diversification of supply sources and moderate demand, contributed to lower natural gas prices in Europe, around the levels that prevailed in the first half of 2024. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 114
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As a result of the 19th package of sanctions imposed by the European Council, currently in force until July 2026, and the European import regulation published on 2 February 2026 and in force since the following day, there are implications for the long-term contract to procure LNG from Yamal described in section 2.4.25.j of these consolidated annual accounts. The Group has a diversified procurement portfolio, which will help mitigate the potential impact of the aforementioned European regulation (see Appendix IV). The sensitivity of results and equity (Other equity items) to changes in the fair value of derivatives arranged to hedge commodity prices and derivatives used for trading purposes is analysed below: Increase/decrease in gas price Effect on profit before tax Effect on equity before tax 2025 +10 % (1) (85) -10 % 1 85 2024 +10 % — (241) -10 % — 241 Increase/decrease in electricity price Effect on profit before tax Effect on equity before tax 2025 +10 % (16) (110) -10 % 15 110 2024 +10 % (2) (131) -10 % 4 131 Increase/decrease in the price of CO2 emission allowances Effect on profit before tax Effect on equity before tax 2025 +10% — 2 -10 % — (2) 2024 +10% — — -10 % — — Business segment sensitivity to gas and electricity prices is described below: • Gas and electricity distribution: This is a regulated activity in which revenue and profit margins are linked to distribution infrastructure management services, irrespective of the prices of the commodities distributed. • Gas and electricity supply profit margins on gas and electricity supply activities are directly affected by commodity prices. In this regard, Naturgy has a risk policy that determines, among other aspects, the tolerance range based on applicable risk limits. Measures employed to keep risk within the stipulated limits include active supply management, balanced acquisitions and sales formulae, and specific hedging so as to maximise the risk- profit relationship. Supplementary to the above-mentioned policy, Naturgy has mechanisms for ordinary and extraordinary price reviews, by means of the relevant clauses, with a large part of its supply portfolio. These clauses make it possible, in the medium term, to modulate the impact of decoupling between Naturgy's selling prices in its markets and the evolution of prices in its procurement portfolio. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 115
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18.1.4. Credit risk Credit risk is defined as uncertainty associated with the deterioration of credit quality or default on the part of customers and/or commercial and financial counterparties. Naturgy performs solvency analyses on the basis of which credit limits are assigned and any necessary provisions are determined. Based on these models, the probability of customer default can be measured and the expected commercial loss can be kept under control. In addition, credit quality and portfolio exposure are monitored on a recurring basis to ensure that potential losses are within the limits provided for by internal regulations. This provides the capacity to anticipate events in credit risk management. The credit risk of trade receivables is reflected in the consolidated statement of financial position, as they are presented net of provisions for expected credit losses (Note 10). These provisions are estimated on the basis of available information about past events (such as customer payment behaviour), current conditions and forward- looking factors (e.g. macroeconomic factors such as gross domestic product growth, inflation and interest rates). The estimate is based on customer portfolio segregation in the geographies in which the Group operates. During the year, the Group reviewed and updated the macroeconomic scenario used in the expected credit loss model, as well as certain material parameters such as the probability of default and loss given default in the various geographical areas. The objective was to reflect recent developments in material variables in the markets and customer segments, influenced, among other factors, by volatility in the energy and financial markets. This update is part of the ordinary estimation process and incorporates information on past events, current conditions and reasonable grounded forecasts, in accordance with the forward-looking approach required by the standard. No significant changes directly attributable to geopolitical risks or uncertainties were identified in the update. The credit risk associated with trade accounts receivable has always been low. This is due, on the one hand, to the short payment terms for customers, which minimises the accumulated credit exposure per customer before supply can be suspended for non-payment, in accordance with the relevant regulations. Moreover, the Group applies risk management policies that optimise the credit quality of the overall portfolio and establish additional risk mitigation measures. Furthermore, in all Naturgy's transactions with customers in organised markets, it is the system operator itself that directly manages the guarantees and assumes liability in the event that a counterparty fails to meet its collection or supply obligations. With respect to other exposures to counterparties in transactions involving financial derivatives and the investment of cash surpluses, credit risk is mitigated by carrying out such operations with reputable financial institutions in line with internal requirements. No significant defaults or losses arose in 2025 or 2024. To cover the collection risk in the case of certain customers in unorganised markets, the Group negotiates and receives guarantees from financial institutions and third parties. As at 31 December 2025, Naturgy had received guarantees totalling Euros 386 million to cover this risk (Euros 591 million as at 31 December 2024). In 2025, no guarantees were enforced in this connection (a minor amount in 2024). As at 31 December 2025 and 2024, Naturgy did not have significant concentrations of credit risk. Concentration risk is minimised through diversification by managing and combining various areas of impact. Firstly, by having a portfolio of trade receivables that is spread geographically across several countries; secondly, through a diverse product offer, ranging from energy supply to the implementation of custom energy solutions; thirdly, because there are different types of customers as residential, self-employed entrepreneurs, small and large companies, both private and public, operating in different sectors of the economy. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 116
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An ageing analysis of financial assets and related expected losses as at 31 December 2025 and 2024 is set out below: 31.12.2025 Total Current 0-180 days 180-360 days More than 360 days Expected loss ratio 19.6 % 1.3 % 22.6 % 83.2 % 93.7 % Trade receivables for sales and services 3,048 2,229 265 107 447 Expected loss 597 29 60 89 419 31.12.2024 Total Current 0-180 days 180-360 days More than 360 days Expected loss ratio 20.7 % 1.0 % 28.8 % 70.0 % 99.5 % Trade receivables for sales and services 3,596 2,648 271 110 567 Expected loss 745 26 78 77 564 The expected loss ratio is calculated as the expected loss divided by customer receivables for sales and services. Movements in the expected loss provision are disclosed in Note 10. As as at 31 December 2025, the balance of the provision for bad debts (expected loss) includes bad debts at the supply companies in the Wholesale Electricity Market in the amount of Euros 108 million (Euros 97 million as at 31 December 2024). Concerning supplier credit risk, the solvency of each supplier of products and services is guaranteed through regular analysis of their financial information, particularly prior to new engagements. To this end, the relevant valuation criteria are applied depending on the supplier's criticality in terms of service or concentration. This procedure is supported by control and supplier management mechanisms and systems. 18.1.5. Liquidity risk Naturgy has liquidity policies that ensure fulfilment of its payment commitments, while diversifying the coverage of financing needs and debt maturities. Prudent management of liquidity risk includes maintaining sufficient cash and realisable assets and having sufficient funds available to cover credit obligations. Available cash resources as at 31 December 2025 and 2024 are analysed below: Liquidity source Available in 2025 Available 2024 Undrawn credit facilities (Note 17) 5,560 5,611 Cash and cash equivalents (Note 13) 4,357 5,626 Total 9,917 11,237 There is also additional unused capacity to issue debt in capital markets amounting to Euros 8,564 million (Euros 7,214 million as at 31 December 2024) (Note 17). The breakdown of estimated payments of financial liabilities recorded as at 31 December 2025 and 2024 is as follows: 2026 2027 2028 2029 2030 2031 and beyond Total 31.12.2025 Trade and other payables (Note 20) 4,222 — — — — — 4,222 Financial liabilities (1) 3,471 1,834 3,275 3,616 2,155 8,277 22,628 Financial derivatives 11 — — — — — 11 Total 7,704 1,834 3,275 3,616 2,155 8,277 26,861 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 117
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2025 2026 2027 2028 2029 2030 and thereafter Total 31.12.2024 Trade and other payables (Note 20) 4,762 — — — — — 4,762 Financial liabilities (1) 3,664 3,908 2,557 3,502 3,322 7,181 24,134 Financial derivatives 19 14 — — — — 33 Total 8,445 3,922 2,557 3,502 3,322 7,181 28,929 (1) Includes cash flows related to financial liabilities, principal repayments and interest payments accruing each year, broken down by maturity. Does not include financial derivatives. The Group has analysed the potential impact of recent events, including the conflict in Ukraine, tensions in the Middle East and volatility in energy and financial markets, on its ability to meet short-term obligations and maintain liquidity in its various businesses. This analysis did not identify any significant impacts or additional risks. The Group maintains a robust liquidity position, backed by available credit lines and appropriate diversification of funding sources, with no restrictions on meeting financial commitments. 18.1.6. Capital management The main purpose of Naturgy’s capital management is to ensure a financial structure that can optimise the cost of capital and maintain a solid financial position in order to combine shareholder value creation with access to the financial markets at a competitive cost to cover financing needs. As an indicator of its long-term capital management objectives, Naturgy pursues a long-term leverage ratio of approximately 50%. Naturgy's long-term credit rating is as follows: 2025 2024 Standard & Poor’s BBB (*) BBB (*) Fitch BBB (*) BBB (*) (*) S&P: Stable outlook, Fitch: Stable outlook. The leverage ratio is as follows: 2025 2024 Net borrowings: 12,317 12,201 Non-current borrowings (Note 17) 13,992 15,095 Current borrowings (Note 17) 2,771 2,927 Cash and cash equivalents (Note 13) (4,357) (5,626) Derivatives financial assets linked to financial liablities (Note 18) (89) (195) Equity: 11,373 11,653 Equity attributed to the parent company (Note 14) 9,342 9,478 Non-controlling interests (Note 14) 2,031 2,175 Leverage (Net borrowings / (Net borrowings + Equity)) 52.0 % 51.1 % Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 118
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18.2. Derivative financial instruments The breakdown of derivative financial instruments by category and maturity is as follows: 31.12.2025 31.12.2024 Asset Liability Asset Liability Hedging derivative financial instruments 252 300 111 388 Interest rate hedges Cash flow hedges 52 — 53 14 Interest and exchange rate hedges Cash flow hedges 12 — — — Exchange rate hedges Cash flow hedges — — — — Price of commodities hedges Cash flow hedges 188 300 58 374 Other financial instruments 9 8 1 1 Price of commodities 9 8 1 1 Interest rate — — — — Non-current derivative financial instruments 261 308 112 389 Hedging derivative financial instruments 266 141 169 790 Interest rate hedges Cash flow hedges 20 6 50 2 Interest and exchange rate hedges Cash flow hedges — 5 — 2 Exchange rate hedges Cash flow hedges 5 2 59 15 Fair value hedges 1 — 2 1 Price of commodities hedges Cash flow hedges 240 128 58 770 Other financial instruments 62 52 41 46 Price of commodities 62 52 8 46 Interest rate — — 33 — Current derivative financial instruments 328 193 210 836 Total 589 501 322 1,225 The fair value of derivatives is determined based on the listed price in an active market (Level 1) and observable variables in an active market (Level 2). “Other financial instruments” include derivatives not qualifying for hedge accounting. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 119
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As at 31 December 2025, asset derivatives linked to financial liabilities amount to Euros 89 million (Euros 195 million as at 31 December 2024) relating to: • interest rate derivatives amounting to Euros 52 million in connection with non-current assets and Euros 20 million in connection with current assets (Euros 53 million in connection with non-current assets and Euros 83 million in connection with current assets as at 31 December 2024). • interest rate and exchange rate hedging derivatives amounting to Euros 12 million under non-current assets. • cash flow exchange rate hedging derivatives amounting to Euros 5 million under current assets (Euros 59 million under current assets as at 31 December 2024). The impact on the consolidated income statement of derivative financial instruments is as follows: 2025 2024 Operating profit Financial income Operating profit Financial income Cash flow hedge (1) (394) 43 (462) 68 Fair value hedge 23 — (1) (4) Other financial instruments 3 (2) (17) 15 Total (368) 41 (480) 79 (1) Revenue in 2024 included Euros 36 million as a result of the maturity of the gas sales hedging instruments which were ineffective as at 31 December 2023 in the same amount due to decoupling from the indices hedged in the sales transactions. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 120
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The breakdown of derivatives as at 31 December 2025 and 2024, their fair value and maturities of their notional values is as follows: Fair value 31.12.2025 Notional value (Euros million) 2026 2027 2028 2029 2030 Subsequent years Total INTEREST RATE HEDGES: Cash flow hedges: Financial swaps (EUR) 21 115 415 763 496 1 8 1,798 Financial swaps (USD) 7 609 1 2 2 2 17 633 Financial swaps (MXN) — 84 — — — — — 84 Financial swaps (AUD) 38 6 11 10 11 15 672 725 EXCHANGE RATE HEDGES: Cash flow hedges: Foreign exchange insurance (USD) 3 134 6 — — — — 140 Foreign exchange insurance (AUD) — — 18 — — — — 18 Fair value hedges: Foreign exchange insurance (EUR) (1) — 19 — — — — — 19 Foreign exchange insurance (USD) 1 70 — — — — — 70 INTEREST AND EXCHANGE RATE HEDGES: Cash flow hedges: Financial swaps (USD) 6 8 9 9 70 68 — 164 Financial swaps (UF) 1 — — — — 37 74 111 COMMODITIES HEDGES: Cash flow hedges: Commodities price derivatives (EUR) (17) 364 77 25 2 — — 468 Commodities price derivatives (USD) 135 706 431 352 33 33 219 1,774 Commodities price derivatives (AUD) (118) 114 115 116 117 117 676 1,255 OTHER: Commodities price derivatives (EUR) (2) — 156 46 — — — 202 Commodities price derivatives (USD) 10 15 3 — — — — 18 Commodities price derivatives (AUD) 3 — 17 23 23 26 166 255 Total 88 2,244 1,259 1,346 754 299 1,832 7,734 (1) Arranged by companies with a functional currency other than the euro. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 121
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Fair value 31.12.2024 Notional value (Euros million) 2025 2026 2027 2028 2029 Subsequent years Total INTEREST RATE HEDGES: Cash flow hedges: Financial swaps (EUR) 29 483 55 336 216 496 9 1,595 Financial swaps (USD) 30 2 689 2 2 2 22 719 Financial swaps (MXN) 4 — 82 — — — — 82 Financial swaps (AUD) 24 (115) 7 12 11 11 720 646 EXCHANGE RATE HEDGES: Cash flow hedges: Foreign exchange insurance (USD) (14) 319 — — — — — 319 Foreign exchange insurance (AUD) 58 604 — — — — — 604 Fair value hedges: Foreign exchange insurance (EUR) (1) — 5 — — — — — 5 Foreign exchange insurance (USD) 1 424 — — — — — 424 INTEREST AND EXCHANGE RATE HEDGES: Cash flow hedges: Financial swaps (USD) (2) 4 5 5 5 65 — 84 COMMODITIES HEDGES: Cash flow hedges: Commodities price derivatives (EUR) 20 227 20 2 — — — 249 Commodities price derivatives (USD) (856) 1,056 565 239 39 39 285 2,223 Commodities price derivatives (AUD) (192) 96 122 136 146 147 1,031 1,678 OTHER: Commodities price derivatives (EUR) (4) — — — — — — — Commodities price derivatives (USD) (34) 35 — — — — — 35 Financial swaps (USD) 33 211 — — — — — 211 Total (903) 3,351 1,545 732 419 760 2,067 8,874 (1) Arranged by companies with a functional currency other than the euro. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 122
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The fair value of commodity derivatives and the volumes (in physical units) by maturity as at 31 December 2025 and 2024 is as follows: 31/12/2025 Fair value (euro million) Physical units 2026 2027 2028 2029 2030 Subsequent years Total Procurements hedges Gas (TBTU) (88) 115 84 50 — — — 249 Electricity (GWh) (7) 2,244 236 73 38 — — 2,591 CO2 (thousand tonnes) 5 235 235 Sales hedges Gas (TBTU) 299 120 84 63 — — — 267 Electricity (GWh) (209) 4,169 3,835 3,831 3,826 3,768 21,287 40,716 Others (non hedge) 11 — — — — — — — Total 11 31/12/2024 Fair value (euro million) Physical units 2025 2026 2027 2028 2029 Subsequent years Total Procurements hedges Gas (TBTU) 15 208 87 40 — — — 335 Electricity (GWh) (3) 1,370 46 3 3 3 — 1,425 Sales hedges Gas (TBTU) (786) 176 85 40 — — — 301 Electricity (GWh) (254) 3,162 3,636 4,180 4,349 4,340 28,846 48,513 Others (non hedge) (38) — — — — — — — Total (1,066) Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 123
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Note 19. Other current and non-current liabilities The breakdown of this heading as at 31 December 2025 and 2024 is as follows: 31.12.2025 31.12.2024 Deposits and guarantees deposits 236 245 Derivative financial instruments (Note 18) 308 375 Other liabilities 358 324 Other non-current liabilities 902 944 Dividends payable 19 19 Expenses accrued pending payment 58 100 Other liabilities 48 60 Other current liabilities 125 179 Total other liabilities 1,027 1,123 The fair value and carrying value of these liabilities do not differ significantly. The “Deposits and guarantee deposits” heading basically includes amounts received from customers under contracts for the supply of electricity and natural gas, deposited with the competent public administrations (Note 9) as stipulated by law, and amounts received from customers to secure supplies of liquefied natural gas. “Derivative financial instruments” includes the non-current market value of the Australian subsidiaries’ power purchase agreements amounting to Euros 140 million (Euros 181 million as at 31 December 2024) and US subsidiaries’ power purchase agreements amounting to Euros 88 million (Euros 57 million as at 31 December 2024). These PPAs are concluded with the government of the state in which they operate or with private companies, and they hedge the forward sale price of electricity for a given volume of MWh and a given time period. Additionally, as at 31 December 2025, they include operating hedging derivatives for gas prices in the amount of Euros 79 million (Euros 137 million as at 31 December 2024) and for electricity prices in the amount of Euros 1 million. As as at 31 December 2025, the non-current "Other liabilities" item includes the balancing entry for receivables in Brazil due to the inclusion of the “Imposto sobre Operações relativas à Circulação de Mercadorias e Prestação de Serviços de Transporte Interestadual e Intermunicipal e de Comunicação (ICMS)” in the PIS and COFINS assessment base as described in Note 10, amounting to Euros 118 million (Euros 109 million as at 31 December 2024). In addition, as at 31 December 2025, the balance of “Other liabilities” includes Euros 60 million classified as non- current and Euros 13 million classified as current, associated with negative market price variances at Renewable Generation facilities (Note 2.4.25.i.) (Euros 79 million non-current and Euros 20 million current as at 31 December 2024). Additionally, the Renewable Generation Spain business includes Euros 102 million in grants received that are contingent upon making the committed investments, which are classified as non-current (including Euros 39 million granted in 2025 and recognised in the consolidated cash flow statement under "Other proceeds from investing activities"). As at 31 December 2024, this included a balance of Euros 78 million received in full in 2024. “Other liabilities" also includes Euros 32 million non-current in respect of the levelling over the term of the service contracts for the assignment of electricity generation capacity with the Mexican Federal Electricity Commission (contract liabilities) (Euros 27 million classified as non-current as at 31 December 2024). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 124
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Note 20. Trade and other payables The breakdown of this item as at 31 December 2025 and 2024 is as follows: 31.12.2025 31.12.2024 Trade payables 3,171 3,035 Trade payables with related parties (Note 34) 6 8 Trade payables 3,177 3,043 Derivative financial instruments (Note 18) 182 817 Public Administrations 537 540 Accrued wages and salaries 140 145 Other payables 8 6 Other payables 685 691 Current tax liabilities 178 211 Total 4,222 4,762 The fair value and carrying value of these liabilities do not differ significantly. "Derivative financial instruments" include mainly commodities price derivatives in the amount of Euros 164 million as at 31 December 2025 (Euros 790 million as at 31 December 2024). This item also includes the market value of power purchase agreements at the Australian subsidiaries amounting to Euros 11 million as at 31 December 2025 (Euros 24 million as at 31 December 2024) and at the US subsidiaries amounting to Euros 5 million (Euros 3 million as at 31 December 2024), as well as currency hedges in the amount of Euros 2 million as at 31 December 2025. 20.1 Information on average supplier payment period The average payment period is calculated in accordance with Law 15/2010 on measures to combat late payment in business operations and the changes brought in under Law 18/2022 of 28 September on the formation and growth of companies. In accordance with the above regulations, the information to be included in the notes to the consolidated annual accounts in relation to the average supplier payment period in commercial transactions of Spanish companies is as follows: 2025 2024 Total payments (million euro) 10,775 10,517 Total outstanding payments (million euro) 261 349 Average supplier payment period (days) (1) 18 22 Transactions paid ratio (days) (2) 18 22 Transactions pending payment ratio (days) (3) 18 28 Total payments within the period established in the delinquency regulations (Euros million) 10,731 10,465 Amount paid within the term established in the late payment regulations, as a % of the total amount paid 99.59 % 99.51 % Number of invoices paid within the period established in the delinquency regulations 24,341,964 23,727,572 Invoices paid within the term established in the late payment regulations, as a % of total invoices paid 99.24 % 98.76 % (1) Calculated on the basis of amounts paid and pending payment. (2) Average payment period in transactions paid during the year. (3) Average age of outstanding balance to suppliers. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 125
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Note 21. Tax situation Naturgy Energy Group, S.A. is the parent of Tax Consolidated Group 59/93, which includes all the companies resident in Spain that are at least 75% directly or indirectly owned by the parent company and that fulfil certain requirements, entailing the overall calculation of the group's taxable income, deductions and tax credits. The Tax Consolidated Group for 2025 is indicated in Appendix III. The other Naturgy companies pay their taxes individually, in accordance with the schemes applicable to them. Set out below is the reconciliation between corporate income tax recognised and the amount that would be obtained by applying the nominal tax rate in force in the parent company's country (Spain) to “Profit/(loss) before taxes" for 2025 and 2024: 2025 % 2024 % Profit/(loss) before tax 3,218 3,204 Statutory tax 805 25.0% 801 25.0% Effect of net results under equity method (35) (1.1%) (30) (0.9%) Application of tax rates of foreign companies 44 1.4% 45 1.4% Tax deductions (3) (0.1%) (31) (1.0%) Other items (1) 22 0.7% 50 1.6% Corporate income tax 833 25.9% 835 26.1% Breakdown of current/deferred expense: Current-year tax 830 832 Deferred tax 3 3 Income tax 833 835 (1) In 2025, "Other items" relates mainly to the non-deductibility of 5% of dividends and withholdings from dividends received from Argentina, partly offset by the deductibility of the 2024 energy tax. In 2024, this item related mainly to the non-deductibility of the energy tax (Note 26) and the non-deductibility of 5% of dividends. Income qualifying for the tax scheme for transfers of assets made in compliance with competition law (Additional Provision 4 of the revised Corporate Income Tax Law) and the investments in which it was used in prior years are detailed below: Year of sale Amount obtained on the sale Amount reinvested Capital gain Capital gain included in tax base Capital gain pending inclusion in tax base 2002 917 917 462 21 441 2003 141 141 79 — 79 2004 292 292 177 11 166 2005 432 432 300 2 298 2006 310 310 226 — 226 2007 105 105 93 — 93 2009 161 161 87 — 87 2010 790 790 556 1 555 2011 468 468 394 2 392 2012 38 38 32 — 32 Total 3,654 3,654 2,406 37 2,369 The reinvestment was made in fixed assets related to economic activities carried out by the transferring company or any other company included in the Consolidated Tax Group, by virtue of the provisions of article 75 of the Corporate Income Tax Act. The breakdown of the tax effect relating to each component of “Other comprehensive income” in the Consolidated Statement of Comprehensive Income for the year is as follows: Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 126
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31.12.2025 31.12.2024 Gross Tax effect Net Gross Tax effect Net Cash flow hedges 606 (160) 446 (784) 153 (631) Currency translation differences 6 — 6 55 — 55 Actuarial gains and loss (Note 16) 6 (1) 5 25 (6) 19 Other adjustments (11) 3 (8) — — — Total 607 (158) 449 (704) 147 (557) Set out below is an analysis of and movements in deferred taxes: Deferred tax assets Provisions for employee benefit obligations Provision for bad debts and other provisions Tax credits (1) Amortisation differences Valuation of assets and financial instruments Other Total 01.01.2024 223 891 125 475 94 111 1,919 Charged/(credited) to income statement (17) (44) 77 (66) — 24 (26) Movements related to equity adjustments (6) — — — 149 — 143 Currency translation differences (4) (19) 3 (11) 3 — (28) Transfers and other 3 2 3 — — (7) 1 31.12.2024 199 830 208 398 246 128 2,009 Charged/(credited) to income statement (16) (75) 91 (41) — 14 (27) Movements related to equity adjustments (1) — — — (121) 3 (119) Currency translation differences (1) (5) (9) (12) (12) (4) (43) Transfers and other (2) — (6) (19) 44 5 14 38 31.12.2025 181 744 271 389 118 155 1,858 (1) As at 31 December 2025 and 2024, the tax credits mainly relate to unused deductions. The recovery of these credits is reasonably assured as they are not subject to any time limit and pertain to companies that historically generate recurring profits. (2) Includes the transfer to “Non-current assets held for sale” (Note 11). Naturgy reassessed the recoverability of deferred tax assets considering recent events affecting the economic and regulatory environment, including developments in the conflict in Ukraine, tensions in the Middle East and measures adopted by the European Union on energy and tax matters. After analysing the projected results and updated tax plans, it was concluded that there is a sufficient probability of generating future taxable profit and, therefore, no recoverability issues have been identified. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 127
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Deferred tax liabilities Amortisation differences Deferred capital gains Business combination valuation (1) Valuation of assets and financial instruments Other Total 01.01.2024 653 207 692 77 387 2,016 Charged/(credited) to income statement (7) — (28) — 6 (29) Movements related to equity adjustments — — — (3) — (3) Currency translation differences (8) — (8) 1 10 (5) Transfers and other (5) — — 4 (33) (34) 31.12.2024 633 207 656 79 370 1,945 Charged/(credited) to income statement (20) — (21) — 11 (30) Movements related to equity adjustments — — — 39 — 39 Currency translation differences (30) — (9) (7) (22) (68) Transfers and other (2) 2 — (8) (6) 51 39 31.12.2025 585 207 618 105 410 1,925 (1) The “Business combination valuation” heading mainly includes the tax effect of the portion of the merger difference resulting from the absorption of Unión Fenosa, S.A. by Naturgy Energy Group, S.A. in 2009, allocated to net assets acquired, which will not have tax effects. It also includes the tax effect of the purchase price allocation of CGE by Naturgy in 2014 and of various prior acquisitions completed by CGE. Also included is the tax effect of the purchase price allocation of ASR Wind in 2023. (2) Includes the transfer to “Non-current assets held for sale” (Note 11). A 31 December 2025, there were no tax credits pending recognition (Euros 41 million as at 31 December 2024). Naturgy Energy Group, S.A. was also notified of the commencement of a tax audit in respect of withholdings and payments on account of investment income paid to non-resident entities for the period from April 2018 to December 2020. In July 2023, an assessment was received that the company is disputing and which, at the date of authorisation of these consolidated annual accounts, is under appeal before the Central Economic Administrative Court (Note 36). Concerning the appeals against contested assessments in respect of corporate income tax for 2011-2015, which regularised the international double taxation tax credit, a ruling was received from the Central Economic- Administrative Court (TEAC) on 29 September 2022 rejecting the appeal in its entirety. A contentious-administrative appeal was filed against that decision with the National High Court. At the date of authorisation for issue of these consolidated annual accounts all the formalities have been completed at the National High Court, except for setting a date for the vote and judgement procedure. Enforcement of the ruling has been suspended and the tax liability, which including accrued late payment interest totalling Euros 20 million (Euros 19 million as at 31 December 2024), has been fully provided for under "Provisions" (Note 16). In July 2025, notice was received of the initiation of general tax audits in respect of eight companies in Group 59/93 for corporate income tax (tax consolidation regime) covering the years 2020 to 2023 and the same companies in Group 273/08 for VAT (group of entities regime) and personal income tax withholdings from employees and self- employed workers covering the period from June 2021 to December 2024. Notice was also received of the initiation of an audit of non-resident income tax withholdings and capital gains tax withholdings for the period between June 2021 and December 2024. In January 2026, the audit was extended to two additional undertakings for the same years and taxes as in July 2025, except for personal income tax withholdings, where they are limited to the period from October 2021 to December 2024. The outcome of these audits is not expected to have an impact on the group's consolidated income statement. In February 2024, the Spanish tax authorities gave notice of a partial audit in respect of the Temporary Energy Tax for 2023. Pursuant to the provisions of the General Taxation Law, the inspectorate was asked to transform the proceedings into a full audit. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 128
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In September 2024, the Company rejected an assessment that proposed a total regularisation of Euros 86 million (Euros 83 million of tax and Euros 3 million of interest). Submissions against this assessment were presented and which were rejected by the tax authorities in a decision notified on 27 January 2025, which entails ratification of the assessment. In February 2025, Naturgy appealed the assessment before the Central Economic-Administrative Tribunal within the legally established time limit and provided a bank guarantee to suspend payment of the tax debt; suspension was granted in February 2025. In March 2025, the Spanish tax authorities gave notice of the initiation of a general audit of the Temporary Energy Tax for 2024. In October 2025, assessments in the amount of Euros 43 million were issued (Euros 41 million in principal and Euros 2 million in interest), which Naturgy is disputing. In January 2026, the authorities reaffirmed the settlement and demanded payment of the tax. An appeal will be filed by the established deadline and payment of the tax will be suspended by presenting a bank guarantee. A 31 December 2025, Naturgy maintains a provision to cover the risk arising from the assessments in connection with both 2023 and 2024. After an in-depth analysis of the regulations governing the energy tax, in 2023 the Group filed a claim before the National High Court and filed a request for refund of Euros 165 million paid unduly in 2023 (in relation to 2022) and Euros 89 million paid unduly in 2024 (in relation to 2023). On 8 July 2024, the Spanish Supreme Court ruled, in the light of the case law of the Court of Justice of the European Union (CJEU), that the annulment of the exemption from the Special Tax on Hydrocarbons in connection with the supply of natural gas used for electricity generation, as provided for in Law 15/2012, was contrary to European law on the grounds that the environmental reasons given did not respond to any specific analysis or specific environmental policy. Subsequently, the State filed an appeal for annulment before the Supreme Court and an appeal for protection of basic rights before the Constitutional Court, both of which were dismissed. Finally, according to notifications received in September 2025, the State has acquiesced in the three proceedings pending before the National High Court. In December 2025, the National Court upheld the administrative appeal filed by Naturgy relating to 2016, for an amount of Euros 30 million plus interest. Following this ruling, the Group has administrative appeals pending before the National Court for Euros 77 million plus interest, corresponding to 2014 and 2015, in respect of which it is expected that the same criteria applied to the 2016 issue will be adopted, given that the cases are substantially similar (Note 23). In addition, two proceedings remained open before the Central Economic- Administrative Court (TEAC) in respect of which notice was received in November 2025 of a ruling applying the criteria of the Supreme Court. Consequently, the TEAC upheld Naturgy's claims and, at the end of 2025, the tax authorities had refunded Euros 39 million in tax, plus interest amounting to Euros 11 million, to the Group. In accordance with Spanish tax legislation, at the date of authorisation of these consolidated annual accounts, the Spanish Group’s returns for the last four year for the principal taxes to which it is subject and which are not involved in the above-mentioned tax inspection are open to inspection. In general, the other Naturgy companies are open to inspection for the following periods: Country Period Argentina 2020-2025 Brazil 2021-2025 Chile 2020-2025 Mexico 2024-2025 Panama 2024-2025 Costa Rica 2023-2025 Dominican Republic 2023-2025 USA 2023-2025 Australia 2022-2025 As a result, among other things, of the different interpretations to which current tax legislation lends itself, additional liabilities could arise as a result of an inspection. Naturgy considers, however, that any liabilities that might arise would not significantly affect these consolidated annual accounts. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 129
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Naturgy assesses uncertain tax treatments and reflects the effect of uncertainty on taxable income (losses), tax bases, and unused tax losses or tax credits. Naturgy has adequate coverage for possible obligations deriving from a number of tax claims. There are no lawsuits or uncertain tax treatments which are individually significant. Law 7/2024, of 20 December, was published on 21 December 2024, transposing and providing early implementation of the rules established in OECD Pillar 2 and Directive (EU) 2022/2523 of 14 December 2022 on ensuring a global minimum level of taxation for multinational enterprise groups and large-scale domestic groups in the Union, which established a minimum tax rate of 15% for all companies in the Group in each country in which it operates. Law 7/2024, of 20 December, established, among other tax measures, a top-up tax to guarantee an overall minimum level for multinational enterprise groups and large-scale domestic groups. An amendment was added to the Top-up Tax Law 7/2024, of 20 December in its passage through Parliament: a final provision was added repealing Article 1 of Law 38/2022, which constitutes a de facto repeal of the Temporary Energy Tax and rules out the possibility that it may be extended to 2025 via a Royal Decree Law. As a result of the repeal of Article 1 of Law 38/2022 by the final provision of Law 7/2024, the prohibition on treating the amount of the Temporary Energy Tax for 2024 as non-deductible for corporation tax purposes was overridden for 2024. Consequently, the amount of this tax actually paid in 2024 (Euros 89 million) was treated as deductible in the corporation tax return for 2024. Similarly, the amount provisioned to cover the risk arising from the audit and subsequent appeal relating to the 2024 Temporary Energy Tax (Euros 43 million) was also considered to be deductible for the purposes of determining the amount of corporate income tax accrued for 2025. In response to this repeal, the subsequent meeting of the Spanish Cabinet on 23 December 2024 adopted Royal Decree-Law 10/2024, of 23 December, published in the Official State Gazette on 24 December, which re-imposed the Temporary Energy Tax for 2025, on the basis of net sales in 2024. The Plenary Session of the Congress of Deputies on 22 January 2025 did not ratify Royal Decree Law 10/2024, of 23 December, which consequently lapsed, meaning that no amount accrued in 2025 under the Temporary Energy Tax. Law 7/2024 also reintroduced the provisions of Royal Decree-Law 3/2016 that had been declared unconstitutional by the Constitutional Court in its ruling on 18 January 2024. The one with the greatest implications of the Naturgy Group refers to the reversal of impairment losses on equity investments in other companies that were deductible prior to 1 January 2013, with an expected impact of Euros 9 million, plus default interest estimated at Euros 2 million, and a tax rebate of Euros 16 million, plus Euros 1.5 million in interest, arising from the cancellation of the limitation on offsetting tax loss carryforwards. Of these amounts, at the date of authorisation of these consolidated annual accounts, only Euros 16 million plus Euros 2 million in interest corresponding to the cancellation of the limitation on offsetting tax losses had been paid by the tax authorities. The amount of tax recovered as a result of the reversal of the impairment of holdings must be recognised over the following three years in accordance with the provisions of Law 7/2024; no amount has been recognised to date since the repayment decision resulting from the Constitutional Court ruling has not yet been received. Law 38/2022 introduced a change in the tax consolidation system with effects confined to 2023, under which the tax base of groups taxed under the consolidation scheme may only include 50% of individual tax losses, while the remaining 50% is to be applied over the following 10 years. Law 7/2024 extended this rule to cover 2024 and 2025, resulting in an increase of Euros 37 million in the 2025 corporate income tax expense (Euros 74 million in 2024). Royal Decree Law 8/2023, of 27 December, published in the Official State Gazette on 28 December, incorporated a series of tax measures with an impact in 2024, including the following: • Extension of the application of the reduced VAT rate of 10% to the supply of electricity to customers with an installed capacity of less than 10 kW or who are at risk of social exclusion (to 31 December 2024), as well as to the supply of natural gas (to 31 March 2024), pellets, briquettes and firewood from biomass for heating systems (to 30 June 2024). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 130
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• The Tax on the Value of Electricity Production is being gradually phased back in so that the tax base for the first quarter will include only 50% of the total tax for production and incorporation into the electricity system, measured at the plants busbars. For the second quarter, 75% of the amount will be applied, while 100% of the tax base will apply in the third and fourth quarters. • The rate of the Special Tax on Electricity increased gradually, from 2.5% in the first quarter of 2024 to 3.8% in the second quarter, and since then has been the 5.11269632% rate set in the Law 38/1992 on Excise Duties. During 2025, no new tax regulations were published that have had a significant impact on Naturgy. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 131
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Note 22. Net sales The breakdown of this heading in the consolidated income statement for 2025 and 2024 is as follows, by category with the relevant operating segment reporting structure (Note 2.4.23 Recognition of revenue and expenses details the recognition model for each type of revenue): Networks Markets Total 2025 Gas Spain Gas Mexico Gas Brazil Gas Argentina Gas Chile Elec. Spain Elec. Panama Elec. Argentina Total Energy Manage ment Thermal gen. Renewable generation Renew able Gases Supply Holding and Eli. Total Sales of gas and access to distribution networks 859 768 1,037 591 773 — — — 4,028 1,427 — — 32 3,070 — 4,529 8,557 Sales of electricity and access to distribution networks — — — — 3 853 972 170 1,998 281 1,926 377 — 2,734 — 5,318 7,316 LNG sales — — — — — — — — — 2,604 — — — — — 2,604 2,604 Registrations and facility checks 21 5 1 — — 9 2 — 38 4 — — — 31 — 35 73 Assignment power generation capacity — — — — — — — — — — 348 — — — — 348 348 Rentals meters and facilities 25 — 3 — — 19 — — 47 — — — — 311 — 311 358 Other income 14 25 5 7 1 — 1 2 55 — 2 57 10 75 — 144 199 Total 919 798 1,046 598 777 881 975 172 6,166 4,316 2,276 434 42 6,221 — 13,289 19,455 Networks Markets Total 2024 Gas Spain Gas Mexico Gas Brazil Gas Argentina Gas Chile Elec. Spain Elec. Panama Elec. Argentina Total Energy Manage ment Thermal gen. Renewable generation Renew able Gases Supply Holding and Eli. Total Sales of gas and access to distribution networks 838 636 1,491 637 855 — — — 4,457 1,404 — — 44 3,133 — 4,581 9,038 Sales of electricity and access to distribution networks — — — — 1 790 994 220 2,005 167 1,302 302 — 2,597 — 4,368 6,373 LNG sales — — — — — — — — — 2,869 — — — — — 2,869 2,869 Registrations and facility checks 27 6 1 — — 10 1 — 45 1 — — — 40 — 41 86 Assignment power generation capacity — — — — — — — — — — 374 — — — — 374 374 Rentals meters and facilities 24 — 3 — — 18 — — 45 — — — — 301 — 301 346 Other income 14 29 7 5 1 — 11 3 70 — 2 26 1 81 1 111 181 Total 903 671 1,502 642 857 818 1,006 223 6,622 4,441 1,678 328 45 6,152 1 12,645 19,267 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 132
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22.1 Reporting by geographic area Naturgy’s revenue by country is analysed below: 2025 2024 Spain 9,949 9,292 Rest of Europe 2,079 2,489 France 586 848 Portugal 440 584 Netherlands 305 620 Belgium 245 29 United Kingdom 163 166 Germany 119 117 Italy 109 94 Turkey 44 — Greece 34 — Other Europe 34 31 Latin America 5,797 6,243 Mexico 1,536 1,419 Brazil 1,068 1,560 Panama 977 999 Argentina 802 934 Chile 800 842 Puerto Rico 496 356 Dominican Republic 104 124 Other Latin America 14 9 Other 1,630 1,243 China 398 287 Taiwan 284 — USA 282 89 South Korea 258 239 Japan 234 301 Australia 102 47 Thailand 72 55 India — 102 Other countries — 123 Total 19,455 19,267 By application of the accounting treatment described in Note 2.4.17., "Net sales" for 2025 includes a positive amount of Euros 33 million as a net result of the positive and negative price deviations in the Renewable Generation Spain business under the specific remuneration regime. Those deviations were recognised on the consolidated statement of financial position under "Other non-current receivables" (Note 10) and "Other current and non-current liabilities" (Note 19). In 2024, this impact was positive in the amount of Euros 36 million. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 133
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Note 23. Procurements The breakdown of this heading in the consolidated income statement for 2025 and 2024 is as follows: 2025 2024 Energy purchases 10,359 10,009 Access to transmission networks 1,175 1,266 Other purchases and changes in inventories 315 290 Total 11,849 11,565 In 2025, the Group recognised a positive effect totalling Euros 146 million related to the recovery of the Special Tax on Hydrocarbons (IEH) borne between 2014 and 2018 for electricity generation using combined cycle gas plants in Spain. The IEH is a tax levied on products intended for use as fuel (such as natural gas) under the general provisions of Law 38/1992 on Excise Duties. The possibility of requesting a refund of this tax arises from the case law of the Supreme Court and the Court of Justice of the European Union, which have ruled that the abolition of the exemption applicable to natural gas used for electricity production, introduced by Law 15/2012 on fiscal measures for energy sustainability, is inadmissible, considering that there are no environmental reasons to justify its taxation. In December 2025, the National Court upheld Naturgy's administrative appeal in relation to that tax for 2016 for an amount of Euros 30 million plus interest. Following that ruling, the Group has administrative appeals pending before the National Court for Euros 77 million plus interest in connection with 2014 and 2015. Although there was already favourable case law, the decisive reason for expecting to recover the amounts in litigation was the notification, in September 2025, of the State's acquiescence in all ongoing appeals, which made it possible to consider recovery as practically certain. In December 2025, the Central Economic-Administrative Court (TEAC) upheld appeals for the period September 2017-December 2018 for an amount of Euros 39 million plus interest, recognising the right to a refund of the tax that had been paid unduly. A positive entry was made in the Procurements heading of the accounts since, at the time, the amount of the tax formed part of the cost of gas acquired for electricity generation in Spain. Note 24. Other operating income The breakdown of this heading in the consolidated income statement for 2025 and 2024 is as follows: 2025 2024 Other management income 99 161 Concession construction or improvements services IFRIC 12 (1) 80 75 Total 179 236 (1) Estimated fair value by reference to the expenses incurred (Note 26), without any margin. In 2024, the "Other operating revenue" item included Euros 63 million corresponding to the right to indemnity for the amounts paid in respect of the cost of financing the energy subsidy in the deregulated market, which was borne by the Group's companies supplying the deregulated market. This right arises from the Supreme Court ruling notified in July 2024. This amount, plus interest, was recognised with a contra-item under "Other debtors" in the consolidated statement of financial position and was collected in 2025 (Note 10). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 134
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Note 25. Personnel expenses The breakdown of this heading in the consolidated income statement for 2025 and 2024 is as follows: 2025 2024 Wages and salaries 480 489 Termination benefits 70 81 Social security costs 96 93 Defined contribution plans 24 21 Defined benefit plans (Note 16) 2 1 Share-based payments (Note 14) 2 2 Own work capitalised (80) (80) Other 38 36 Total 632 643 The average number of Naturgy employees was 6,834 in 2025 and 7,014 in 2024, analysed by category as follows: 2025 2024 Senior management 17 16 Executives 539 507 Middle management 383 382 Staff not covered by collective bargaining agreement 1,381 1,423 Staff covered by collective bargaining agreement 4,514 4,686 Total 6,834 7,014 The average number of employees in the year with disability equal to or greater than 33% is as follows, by category: 2025 2024 Senior management — — Executives 2 3 Middle management 3 3 Staff not covered by collective bargaining agreement 21 16 Staff covered by collective bargaining agreement 95 86 Total 121 108 The number of Naturgy employees at the end of 2025 and 2024, broken down by category, gender and geographical area, is as follows: 31.12.2025 31.12.2024 Men Women Total Men Women Total Senior management 13 4 17 13 4 17 Executives 321 224 545 335 197 532 Middle management 255 133 388 244 121 365 Staff not covered by collective bargaining agreement 676 624 1,300 770 648 1,418 Staff covered by collective bargaining agreement 3,040 1,474 4,514 3,148 1,461 4,609 Total 4,305 2,459 6,764 4,510 2,431 6,941 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 135
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2025 2024 Spain 3,883 4,017 Rest of Europe 19 19 Latin America 2,799 2,833 Rest 63 72 Total 6,764 6,941 The number of employees in joint venture operations is included on a pro-rata basis depending on the relevant percentage interest, with regard to both the calculation of the average number of employees and the calculation of the number of employees at Naturgy's year-end. As at 31 December 2025, the number of employees of these undertakings amounted to 135 (141 as at 31 December 2024) and the average number of employees amounted to 137 (144 as at 31 December 2024). Calculation of the number of employees at year-end and of the average number of employees does not count employees of companies classified as discontinued operations (Note 11) or of companies recognised using the equity method. The breakdown is as follows: 2025 2024 Number of employees at year- end Average number of employees Number of employees at year- end Average number of employees Discontinued operations (1) 8 9 12 18 Equity-consolidated companies 56 57 56 56 (1) The employees included pertain to coal-fired generation in Spain, which was discontinued in 2020 (Note 11). Note 26. Other operating expenses The breakdown of this heading in the consolidated income statement for 2025 and 2024 is as follows: 2025 2024 Taxes 605 696 Operation and maintenance 353 414 Advertising and other commercial services 123 130 Professional services and insurance 150 144 Concession construction or improvements services (IFRIC 12) (Note 24) 80 75 Supplies 60 60 Services to customers 56 57 Lean services 122 124 Other 330 301 Total 1,879 2,001 The "Taxes" as at 31 December 2024 included the energy tax in the amount of Euros 213 million. Naturgy Energy Group, S.A., the company required to make the payment because it is the main operator in the energy sector, passed the charge on to the other companies that make up the tax group. The Group did not accrue any amounts in respect of energy taxes in 2025. Although Royal Decree-Law 10/2024, of December 23, reinstated this tax for 2025, that legal text was not approved by the Parliament in its session on 22 January 2025 (see Note 21). The "Taxes" item includes Euros 235 million corresponding to the Tax on the Value of Electricity Production (IVPEE). The amount recognised in 2025 is significantly higher than in the previous year (Euros 149 million in 2024), mainly due to the gradual reinstatement of the tax that began in 2024, following its suspension in 2021, until the rate of 7% was regained from July 2024 onwards. This increase was also driven by the increased volume of power generation that is subject to the tax, in both the Thermal Generation Spain and Renewable Generation Spain segments. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 136
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Note 27. Profit/(loss) on disposals of fixed assets In 2025, there were no gains on disposal of fixed assets. Gains on disposals of fixed assets in 2024 relate mainly to capital gains on sales by Naturgy Candela Devco LLC. in Renewable Generation USA. Specifically, this consisted of Euros 4 million from the sale of assets associated with the Agua Fría Solar, LLC project (Note 2.4.1) and Euros 6 million of capital gain generated by the second milestone in the sale of assets associated with the Vulcan project, arranged in 2023. Note 28. Depreciation and impairment losses on non-financial assets The breakdown of this heading in the consolidated income statement for 2025 and 2024 is as follows: 2025 2024 Amortisation intangible assets (Note 5) 351 326 Depreciation PPE (Note 6) 1,126 1,095 Depreciation right-of-use assets (Note 7) 124 121 Reversal of intangible asset impairment (Notes 4 and 5) (49) (37) PPE impairment (Notes 4 and 6) 60 19 Total 1,612 1,524 Note 29. Other results On 6 March 2025, Metrogas, S.A., a subsidiary of the Naturgy Group in Chile, reached an agreement with Transportadora de Gas del Norte, S.A. (TGN) to settle all legal disputes initiated in 2011 that remained pending before the courts of the Republic of Argentina. As a result of this agreement, USD 20 million (Euros 19 million) of provisions were reversed (Note 36). The remainder of this heading relates to a number of minor negative impacts. In 2024, this heading included the effects of the arbitration award issued in June 2024 in the proceedings involving EDP, as well as the update of the provisions for the claims by TGN against Metrogas, a Naturgy group subsidiary in Chile, after revocation of the first instance ruling handed down in Argentina in that year (see Note 36 for both cases). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 137
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Note 30. Net financial income/(expense) The breakdown of this heading in the consolidated income statement for 2025 and 2024 is as follows: 2025 2024 Interest income 179 220 Other financial income (1) 125 186 Total financial income 304 406 Cost of borrowings (2) (708) (710) Interest expenses pension plans (16) (15) Other financial expense (3) (69) (117) Total financial expense (793) (842) Variations in the fair value of financial instruments (4) (2) 12 Net exchange differences (13) (41) Net financial income/(expense) (504) (465) (1) In 2025, it includes the default interest on the recovery of the Special Tax on Hydrocarbons (IEH) in the amount of Euros 55 million (Note 23) and a positive impact amounting to Euros 9 million linked to the EMTN issuance and redemption in May 2025 (Note 17). In 2024, this item included revenue from the partial reversal of the provision for the claim against Metrogas, S.A. by Transportadora de Gas del Norte, S.A. (TGN) (Note 36), and revenue from the calculation of the present value of the compensation recognised for funding the energy subsidy ("bono social") in the deregulated market (Note 24). It also included the positive impact (Euros 19 million) linked to the EMTN issuance and redemption in October 2024 (Note 17). (2) This includes the cost of financial lease liabilities (Euros 83 million in 2025 and Euros 85 million in 2024) and other refinancing costs (Euros 11 million in 2025 and Euros 15 million in 2024). (3) This includes discounting to present value of the provisions referred to in Note 16, and the inflation adjustment applicable to the Distribution Network companies in Argentina, as a hyperinflationary economy, with impacts of Euros 25 million in 2025 and Euros 59 million in 2024. (4) It relates mainly to the change in value of derivative financial instruments (Notes 9 and 18). In 2025, this includes the Euros -3 million change in the financial derivatives at Ibereólica Cabo Leones II, S.A. and GPG Solar Chile 2017, S.p.A. (Euros +10 million in 2024). The financial derivatives of GPG Solar Chile 2017, S.p.A. were settled in June 2025 (Note 9). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 138
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Note 31. Cash generated by operating activities and other cash-flow breakdowns The breakdown of cash generated from operations in 2025 and 2024 is as follows: 2025 2024 Profit/(loss) before tax 3,218 3,204 Adjustments to profit/(loss): 1,800 1,793 Depreciation, amortisation and impairment expenses (Notes 4, 5, 6, 7 & 28) 1,612 1,524 Other adjustments to net income: 188 269 Net financial income (Note 30) 504 465 Profit of entities recorded by equity method (Note 8) (142) (120) Other Results (Note 29) 3 202 Deferred revenues recognised in profit or loss (Note 15) (60) (61) Profit/(loss) on disposals of fixed assets (Note 27) — (10) Other adjustments (1) (117) (207) Changes in working capital (excluding the effects of adjustments in consolidation scope and exchange differences): 614 58 Inventories 13 301 Trade and other receivables 524 (575) Trade and other payables 77 332 Other cash flows from operating activities: (1,107) (1,063) Interest paid (681) (703) Interest collected 180 221 Dividends received 168 82 Income tax paid (774) (663) CASH FLOWS GENERATED FROM OPERATING ACTIVITIES 4,525 3,992 (1) Other adjustments to results mainly include changes to provisions in 2025 and 2024 (Note 16). Payments on investments in Group companies, associates and business units as at 31 December 2025 and 2024 break down as follows: 2025 2024 Acquisition Fraser Coast Solar Development PTY, Ltd. assets — (10) Acquisition of Renewable Gas assets (3) (4) Other — (1) Total (3) (15) Divestment receipts in Group companies, associates and business units as at 31 December 2025 break down as follows: 2025 2024 Sale of Qalhat (Note 8) 17 — Total 17 — Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 139
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The breakdown of receipts/(payments) in connection with equity instruments as at 31 December 2025 and 2024 is as follows: 2025 2024 Disposal 1,391 — Naturgy Energy Group, S.A. treasury shares (Note 14) 1,374 — Dividends associated with treasury shares (Note 14) 17 — Acquisition (2,580) (510) Amortization of subordinated obligations (Note 14) (169) (500) Naturgy Energy Group, S.A. treasury shares (Note 14) (2,332) — Long-term incentive plan (67) — Other (12) (10) Total (1,189) (510) Movements in borrowings in 2025 and 2024 are set out below. Changes that generate cash flows are disclosed separately from those that do not: 01.01.2025 Generates cash flow Does not generate cash flow 31.12.2025 Increase Decrease Currency translation differences Transfers and other (1) Issuing of debentures and other negotiable obligations 6,419 2,311 (3,069) 5 19 5,685 Borrowings from financial institutions 9,997 1,263 (921) (340) (215) 9,784 Derivative financial instruments 33 — — — (22) 11 Lease liabilities 1,562 — (223) (122) 61 1,278 Other financial liabilities 11 — — (1) (5) 5 Total (Note 17) 18,022 3,574 (4,213) (458) (162) 16,763 (2) Includes the transfer to “Non-current assets held for sale” (Note 11). 01.01.2024 Generates cash flow Does not generate cash flow 31.12.2024 Increase Decrease Currency translation differences Transfers and other Issuing of debentures and other negotiable obligations 7,629 1,195 (2,319) (79) (7) 6,419 Borrowings from financial institutions 6,863 4,246 (1,148) 11 25 9,997 Derivative financial instruments 6 — — — 27 33 Lease liabilities 1,463 — (117) 48 168 1,562 Other financial liabilities 9 3 (1) — — 11 Total (Note 17) 15,970 5,444 (3,585) (20) 213 18,022 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 140
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Note 32. Business Combination No business combinations took place en 2025 or 2024 (Note 2.4.1.d.). Note 33. Service concession agreements Naturgy manages a number of concessions containing provisions for the construction, operation and maintenance of facilities, as well as connection and power supply obligations during the concession period, in accordance with applicable regulations (Appendix IV). The total concession period and the period remaining to expiration of each time- limited concession are shown below: Company Activity Country Concession period (years) Initial remaining period (years) Naturgy BAN, S.A. (*) Gas distribution Argentina 35 (extendable 10) 2 Naturgy NOA, S.A. (*) Gas distribution Argentina 35 (extendable 10) 2 Naturgy San Juan, S.A. (*) Electricity distribution Argentina 60 31 Companhia Distribuidora de Gás do Río de Janeiro, S.A, Ceg Rio, S.A. y Gas Natural Sao Paulo Sul, S.A. Gas distribution Brazil 30 (extendable 20/30) 2-5 Unión Fenosa Generadora Torito, S.A. Hydraulic power generation Costa Rica 20 up to 6 Naturgy Generación S.L.U., S.A. and Naturgy Renovables, S.L.U. Hydraulic power generation Spain 14-65 up to 38 Naturgy México S.A. de C.V. and Comercializadora Metrogas S.A. de C.V. Gas distribution Mexico 30 (extendable 15) 2-13 Empresa de Distribución Eléctrica Metro Oeste, S.A. and Empresa de Distribución Eléctrica Chiriqui, S.A. Electricity distribution Panama 15 3 *Law No. 27.742, dated 8 July 2024, amended the extension period from 10 to 20 years. In addition, the companies changed their names during the term of the concession: Naturgy BAN, S.A. (formerly Gas Natural BAN, S.A.), Naturgy NOA, S.A. (formerly Gasnor, S.A.) and Naturgy San Juan, S.A. (formerly Energía San Juan, S.A.). In accordance with the provisions of the current regulatory framework, in October 2024 Naturgy exercised its right to request a 20-year extension of the distribution licence (Appendix II. Regulatory Framework 3.1.4.3). Furthermore, the gas distribution contracts of CEG and CEG Río, valid until 2027, may be extended for another 30 years. In 2024, Naturgy formally submitted the request for an extension, which is currently being evaluated by the regulator (Appendix II. Regulatory Framework 3.1.4.1). As indicated in Note 2.4.3.b, Naturgy applies IFRIC 12 “Service concession arrangements”. The intangible asset model is applicable mainly to the gas distribution activities in Argentina and Brazil, and to the electricity distribution activity in Argentina, while the financial asset model applies to the electricity generation business in Costa Rica. The hydroelectric power plant concessions in Spain (Note 2.4.4.) fall outside the scope of IFRIC 12, among other reasons because power selling prices are set in the market. The other international concessions fall outside the scope of IFRIC 12 because the grantor does not control a significant residual interest in the infrastructure at the concession end date and simultaneously determines the service price. Concession assets continue to be recognised in “Property, plant and equipment”. Note 34. Information on transactions with related parties For the purposes of this section, related parties are as follows: • Significant Naturgy shareholders, i.e. those directly or indirectly owning an interest of 5% or more with voting rights, and those who, though not significant, have exercised the power to nominate a member of the Board of Directors. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 141
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Based on that definition, Naturgy's significant shareholders as at 31 December 2025 are as follows: – Fundación Bancaria Caixa d’Estalvis i Pensions de Barcelona, “la Caixa”, through Criteria Caixa S.A.U. (Criteria) – BlackRock Inc., mainly through GIP III Canary 1, S.à.r.l. (BlackRock) – CVC Capital Partners PLC, through Rioja Acquisition, S.à r.l. (CVC) – IFM Global Infrastructure Fund, through Global InfraCo O (2), S.à.r.l. (IFM) • Directors and senior management of the company and their immediate family members. The term “director” means a member of the Board of Directors and the term “senior management” refers to the Executive Chairman, in connection with his senior management functions, and persons with senior management functions who report directly to the Board of Directors, its committees or the Executive Chairman. Transactions with directors and members of senior management are disclosed in Note 35. • Transactions between Group companies form part of ordinary activities and are effected on an arm's-length basis. Group company balances include the amount that reflects Naturgy's share of the balances and transactions with companies recognised under the equity method. The aggregate amounts of transactions with related parties in 2025 are as follows (thousand euro): 2025 Significant shareholders Directors Group companiesExpense and income (thousand euro) Criteria CVC BlackRock IFM Financial expenses — — — — — 59 Leases — — — — — 4 Receipt of services — — — — — 1,529 Purchase of goods (1) — — — — — 71,386 Other expenses — — — — — — Total expenses — — — — — 72,978 Financial income — — — — — 791 Leases — — — — — — Provision of services — — — — — — Sale of goods (1) 1,001 4,775 — 238 — 62,330 Other income — — — — — 1,772 Total income 1,001 4,775 — 238 — 64,893 (1) Basically includes purchases and sales of energy, mainly with Qalhat LNG S.A.O.C., Sociedad Galega do Medio Ambiente, S.A. and CH4 Energía S.A. de C.V. Other transactions (thousand euro) Significant shareholders Group companiesCriteria CVC BlackRock (2) IFM Acquisition of property, plant and equipment, intangible assets or other assets (3) 704,865 546,759 544,798 446,245 — Finance agreements: loans and capital contributions (lender) — — — — — Dividends and other profits distributed (1) 434,210 336,787 335,579 274,851 — (1) Dividends received by the directors and senior management (Note 35) in 2025 amounted to Euros 285 thousand. (2) Dividends received through the GIP III Canary 1, S.à.r.l. shareholding (3) Sale of shares of Naturgy Energy Group, S.A. . Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 142
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Trade debtors and creditors (Euros thousand) Significant shareholders Directors Group companies Criteria CVC BlackRock IFM Trade and other receivables 84 477 — 1 — 1,586 Trade and other payables — — — — — 6,410 The aggregate amounts of transactions with related parties in 2025 are as follows (thousand euro): 2024 Significant shareholders Directors Group companiesExpense and income (thousand euro) Criteria CVC BlackRock IFM Financial expenses — — — — — 76 Leases — — — — — 4 Receipt of services — — — — — 1,551 Purchase of goods (1) — — — — — 74,943 Other expenses — — — — — — Total expenses — — — — — 76,574 Financial income — — — — — 909 Leases — — — — — — Provision of services — — — — — — Sale of goods (1) 994 1,059 — 887 — 78,589 Other income — — — — — 1,942 Total income 994 1,059 — 887 — 81,440 (1) Basically includes purchases and sales of energy, mainly with Qalhat LNG S.A.O.C., Sociedad Galega do Medio Ambiente, S.A. and CH4 Energía S.A. de C.V. Other transactions (thousand euro) Significant shareholders Group companiesCriteria CVC BlackRock (2) IFM Acquisition of property, plant and equipment, intangible assets or other assets — — — — — Finance agreements: loans and capital contributions (lender) — — — — — Dividends and other profits distributed (1) 362,544 281,201 280,193 212,387 — (1) Dividends received by the directors and senior management (Note 35) in 2024 amounted to Euros 241 thousand. (2) Dividends received through the GIP III Canary 1, S.à.r.l. shareholding Trade debtors and creditors (Euros thousand) Significant shareholders Directors Group companiesCriteria CVC BlackRock IFM Trade and other receivables 226 16 — 41 — 813 Trade and other payables — — — — — 7,642 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 143
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Note 35. Information on members of the Board of Directors and senior management 35.1. Remuneration of the members of the Board of Directors The remuneration policy for the members of the Board of Directors was approved at the General Shareholders' Meeting held on 15 March 2022 and is periodically revised by the Board of Directors following a report from the Appointments, Remuneration and Corporate Governance Committee, in order to keep it aligned with best practices in the reference market and with the objectives indicated in the Bylaws. The amount accrued by the members the Board of Directors of Naturgy Energy Group, S.A., for belonging to the Board of Directors, Audit and Control Committee (ACC), Appointments, Remuneration and Corporate Governance Committee (ARGC) and Sustainability Committee (SC), totalled Euros 3,737 thousand (Euros 3,737 thousand in 2024). The amount for 2025 is detailed below (expressed in euro): Position Board ACC ARGC SC Total Mr. Francisco Reynés Massanet Executive Chairman 1,100,000 — — — 1,100,000 Ms. Helena Herrero Starkie Coordinating Director 210,000 65,000 — 85,000 360,000 Mr. Ramón Adell Ramón Director 180,000 65,000 — — 245,000 Mr. Enrique Alcántara-García Irazoqui (1) Director 60,000 — 21,667 — 81,667 Ms. Isabel Estapé Tous Director 180,000 — — 65,000 245,000 Ms. María Isabel Gabarró Miquel (2) Director 138,387 — 43,333 — 181,720 Ms. Lucy Chadwick Director 180,000 — — 65,000 245,000 Mr. Rajaram Rao Director 180,000 — 65,000 — 245,000 Mr. Martin Catchpole (2) Director 138,387 — — — 138,387 Mr. Claudi Santiago Ponsa Director 180,000 85,000 65,000 — 330,000 Mr. Pedro Sainz de Baranda Riva Director 180,000 65,000 85,000 — 330,000 Mr. Jaime Siles Fernández-Palacios Director 180,000 — — 65,000 245,000 Mr. Nicolás Villén Jiménez (2) Director 138,387 — — — 138,387 Rioja Acquisition, S.à.r,l., Mr. Javier de Jaime Guijarro (3) Director 41,613 — 15,027 — 56,640 Mr. Javier de Jaime Guijarro (3) Director 138,387 — 49,973 — 188,360 Mr. José Antonio Torre De Silva López de Letona Director 180,000 65,000 — — 245,000 Ms. Marta Martínez Alonso (2) Director 138,387 — — — 138,387 3,543,548 345,000 345,000 280,000 4,513,548 (1) Until 29 April 2025. (2) From 25 March 2025. (3) From 25 March 2025, when he was formally appointment as a director in place of Rioja Acquisition, S.à r.l. In 2025, as in 2024, no amounts were received under other headings. As at 31 December 2025, the Board of Directors comprised 15 members (12 members as at 31 December 2024), the Audit and Control Committee had 5 members (5 members as at 31 December 2024), the Appointments, Remuneration and Corporate Governance Committee had 5 members (5 members as at 31 December 2024) and the Sustainability Committee had 4 members (4 members as at 31 December 2024). The members of the Board of Directors of Naturgy Energy Group, S.A., excluding the Executive Chairman, have not received remuneration from profit sharing, bonuses or indemnities, and have not been granted any loans or advances. Neither have they received shares or share options during the year, they have not exercised options and they do not have unexercised options. The members of the Board of Directors are covered by the same liability policy that insures all directors and executives of Naturgy. The premium paid in 2025 by Naturgy Energy Group, S.A. amounted to Euros 447 thousand (Euros 519 thousand in 2024). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 144
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35.2. Senior management remuneration For the sole purposes of the information contained in this section, the term "senior management" is understood to include the Executive Chairman in relation to his executive functions, and the executives reporting directly to the Board of Directors, its committees and the Executive Chairman. As a result of the definition established in the preceding paragraph, as at 31 December 2025, this group comprised 17 people (17 people as at 31 December 2024). The amount accrued in 2025 by the 17 members of Senior management in terms of fixed remuneration, variable remuneration and other items amounted to Euros 14,662 thousand (Euros 7,750 thousand, Euros 6,615 thousand and Euros 297 thousand, respectively) and Euros 14,382 thousand in 2024 (Euros 7,328 thousand, Euros 6,759 thousand and Euros 295 thousand, respectively). As in 2024, the amount relating to the annual variable remuneration of the Executive Chairman will be settled as a voluntary contribution to his retirement plan, in accordance with the terms of the relevant agreement Additionally, on 18 February 2025, Naturgy's Board of Directors decided that the long-term variable incentive plan discussed in notes 14 and 16 of these consolidated annual accounts statements would expire early. Settling this plan for the seven-year period from 2018 to 2024 for the 17 members of senior management resulted in an amount of Euros 7,539 thousand per year. During 2024, the executives making up senior management did not receive any advances on the long-term variable incentive plan. Additionally, in order to fulfil the multi-year variable remuneration scheme, the Board of Directors approved a new incentive plan for the period 2025-2027 for all Naturgy executives, including the 17 members of senior management (Note 16). Contributions to pension plans and group insurance policies, together with life insurance premiums paid, totalled Euros 2,018 thousand in 2025 (Euros 1,923 thousand in 2024). The amount of funds accumulated through these contributions totalled Euros 38,031 thousand for all executives as at 31 December 2025 (Euros 32,913 thousand as at 31 December 2024). As as at 31 December 2025, Naturgy has granted guarantees on loans to senior management amounting to Euros 1,115 thousand (Euros 1,115 thousand as at 31 December 2024) and zero advances at that date (Euros 29 thousand as at 31 December 2024). No severance payments were made to senior management for termination of employment in 2025 and 2024. The Executive Chairman's contract establishes compensation for termination or non-renewal of the position of director in the amount of two annuities of the following annual remuneration: (i) total fixed annual monetary remuneration, (ii) annual variable remuneration, and (iii) long-term incentive in annual terms. If, at the time of calculating the compensation, the long-term incentive has not concluded, it will be necessary to wait until it concludes before calculating and, as applicable, paying the related amount in annual terms. The indemnity will not be payable in the event of the serious and culpable non-fulfillment of his professional obligations causing significant harm to Naturgy's interests. In addition, as consideration for a post-contractual no-competition agreement with a duration of one year, an indemnity equivalent to one year’s full fixed remuneration is provided for. The contracts concluded with 10 members of the Management Committee contain a clause providing for compensation equivalent to the legally established indemnity, which varies, depending on seniority, between two and three-and-a-half years' salary. This clause applies to cases of unfair dismissal, as well as those referred to in Articles 40, 41 or 50 of the Workers' Statute and, in one of the contracts, to certain situations involving a change in control. In addition, the ten contracts contain a clause providing for compensation equivalent to one year's fixed remuneration for a post-contractual non-competition commitment lasting up to two years. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 145
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35.3. Transactions with members of the Board of Directors and senior management Directors have the obligation to avoid conflicts of interest as established by the Board Regulations of Naturgy Energy Group, S.A. and Articles 228 and 229 of the Spanish Capital Companies Law. Additionally, those articles require that conflicts of interest involving directors must be reported in the annual accounts. In 2025 and 2024, the directors of Naturgy Energy Group, S.A. did not notify the Board of Directors of any general situation of conflict of interest. In transactions with related parties (significant shareholders) that have been submitted for approval by the Board, subject to a favourable report of the Audit Committee, any directors linked to the related party involved have abstained. In 2025 and 2024, the members of the Board of Directors and senior management did not carry out related-party transactions outside the ordinary course of business, or transactions conducted other than on an arm's-length basis, with Naturgy Energy Group, S.A. or group companies. Note 36. Litigation, arbitration, guarantees and commitments 36.1. Litigation and arbitration The companies in the Naturgy Group are involved in certain judicial and extrajudicial disputes within the ordinary course of their activities. At the date of preparation of these consolidated annual accounts, the main litigation or arbitration in which Naturgy companies are involved are the following: Claims for PIS and COFINS taxes in Brazil In September 2005, the Río de Janeiro Tax Administration annulled the recognition that it had previously issued, in April 2003, for the offset of receivables in respect of PIS and COFINS sales taxes paid by Companhia Distribuidora de Gás do Rio de Janeiro - CEG, in which Naturgy holds an interest of 54.2%. The administrative court confirmed that ruling in March 2007 and, consequently, the company filed a contentious-administrative appeal (Justicia Federal do Rio de Janeiro). Subsequently, notification of a public civil action against CEG relating to the same events was received on 26 January 2009. In November 2015, the Rio de Janeiro Federal Justice Department issued a first instance ruling partially upholding CEG's appeal, ordering the refund and the payment of the tax debt plus costs in the amount of BRL 105 million (Euros 6 million) and rejecting the imposition of default interest and fines. The ruling was appealed by the Federal Treasury of Brazil and by CEG before the Federal Court of Rio de Janeiro (Chamber of Appeal). On 6 December 2023, the Federal Court of Rio de Janeiro (Appeals Chamber) issued a ruling confirming the sentence imposed in the first instance for the principal amount plus interest. This decision may be appealed before the court itself and also before the Supreme Court. Both Naturgy company and the Administration have appealed this ruling, so that the final award might be either higher or lower. Since the first two rulings were aligned, it is considered that the possibility of an increase or decrease in the award is remote and that the rulings are likely to be upheld. As at 31 December 2025, the updated amount is BRL 424 million, equivalent to Euros 66 million (Euros 63 million as at 31 December 2024). The likely outflow of funds in relation to this case will depend on the length of time that the appeal takes. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 146
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Claim against Metrogas, S.A. In 2011 and 2015, Transportadora de Gas del Norte S.A. (TGN) lodged various complaints against Metrogas, S.A. (Metrogas), a Chilean company owned 55.6% by Naturgy, before the civil and commercial courts of first instance in Argentina for alleged breach of contract in the transportation of Argentinian gas to Chile during the Argentina gas crisis. On 4 August 2022, Metrogas received a first instance ruling ordering it to pay TGN approximately USD 250 million (Euros 213 million) for unpaid invoices and early termination of contracts (loss of earnings), plus costs and interest. Following Metrogas's appeal against the first-instance ruling, on 7 May 2024, Argentina's Federal Civil and Commercial Court granted the appeal in its entirety, revoking the first-instance ruling and exonerating Metrogas. Subsequently, the extraordinary appeals lodged by TGN were dismissed. However, on 6 December 2024, TGN filed an extraordinary appeal with the Supreme Court of Justice of the Nation, so that, as at 31 December 2024, the judgment is not considered final. As at 31 December 2024, it was considered that disclosing further information on this matter might seriously impair Naturgy's position in the dispute with TGN and, therefore, it was decided to make the minimum disclosures required by IAS 37.92 for such cases. On 6 March 2025, Metrogas accepted the proposal submitted by TGN to end the ongoing litigation before Argentine courts. The proposal establishes the payment by Metrogas, S.A. of a total amount of USD 100 million (Euros 85 million) in two instalments: the first, for USD 60 million, paid on the date of acceptance; and the second, for USD 40 million, due on 10 January 2026. As a result of this agreement, during the first half of 2025, an amount of USD 20 million (Euros 19 million) was reversed from the provision, recognised under “Other profit or loss” in the consolidated annual accounts as at 31 December 2025 (Note 29). A 31 December 2025, the "Trade and other payables" account in the consolidated statement of financial position includes a balance of Euros 34 million corresponding to the portion of the aforementioned agreement that has not yet matured, there being no other balances in dispute with TGN. This balance was paid by Naturgy in January 2026 as required by the aforementioned agreement. Arbitration proceedings involving the Group Arbitration with EDP On 28 June 2024, a New York-based arbitral tribunal issued an award establishing that Naturgy must indemnify EDP for a net amount of USD 195 million (EUR 184 million) plus interest and a portion of the arbitration costs. The arbitral ruling relates to the now concluded contract whereby EDP delivered liquefied natural gas from Trinidad and Tobago to Naturgy and Naturgy, in turn, delivered an equivalent volume of gas to EDP in the Iberian Peninsula. In August 2024, Naturgy paid EDP a total of USD 248 million (Euros 229 million) in accordance with the award and, consequently, no provision is recognised in this connection as at 31 December 2024. The aforementioned amount was recognised in consolidated profit and loss for 2024 as follows: Euros -235 million of compensation to EDP in "Other results"; Euros -46 million in "Financial expenses" for interest accrued until the date of payment; arbitration expenses of Euros -3 million in "Other operating expenses"; Euros 23 million of revenue in "Net sales" for indemnities received from EDP; and Euros 28 million of invoices that were outstanding in relation to the contract, recognised as a reversal of provision in "Impairment for credit losses"; plus Euros 4 million for exchange rate differences. In September 2024, Naturgy filed a lawsuit before a New York court seeking the annulment of the aforementioned award, which was subsequently withdrawn voluntarily in order to pursue the claim or mitigate damages by other means. Consequently, Naturgy considers that the procedure is still ongoing, although there have been no material changes with respect to the situation described in the 2024 consolidated annual accounts. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 147
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As at 31 December 2025, there are no balances in the consolidated statement of financial position related to this matter. Arbitration with Endesa During 2024, favourable awards were issued to Naturgy in respect of the two arbitrations with Endesa in relation to the contracts for the supply of gas for electricity generation, already concluded, and for the purchase and sale of liquefied natural gas, currently in force. In the first half of 2024, the arbitration relating to the generation supply contract was resolved, which led to the recognition of reversals of provisions existing as at 31 December 2023 in the amounts of Euros 31 million and Euros 12 million, with an impact on "Net sales" and "Impairment of credit losses", respectively, plus the recovery of Euros 2 million in arbitration costs. During the second half of 2024, as a result of the ruling related to the liquefied natural gas sales contract, a positive effect of Euros 8 million was recognised in "Net sales" due to the reversal of the provision existing at 31 December 2023. As at 31 December 2025, there are no balances in dispute in connection with those arbitration processes. As as at 31 December 2025, there are no other arbitration proceedings in progress that would require a provision to be recognised or the disclosure of a contingent liability. Environmental incentive for coal-fired plants in Spain In 2007, the Spanish authorities introduced an environmental incentive to support the installation of new sulphur oxide filters in existing coal plants. In November 2017, the European Commission opened an investigation to determine whether this incentive complied with the European Union's state aid rules. As a result, a provision of Euros 19 million was recorded only for the amounts received from November 2017 onwards, leaving aside the sum of Euros 67 million relating to the period prior to 2017 when the Royal Decree was not in force. On 8 September 2021, the European General Court ruled against the action for annulment brought by Naturgy against the Commission's decision. An appeal in cassation against this ruling was filed with Court of Justice of the European Union, which is expected to uphold the General Court's finding, which would oblige the Group to refund the entire amount of the aid that was received. On 14 December 2023, the Court of Justice of the European Union upheld Naturgy's appeal against the judgment of the General Court. The judgment is based on purely formal grounds and, in particular, states that the decision to open the investigation is not sufficiently reasoned. At the date of authorisation of these consolidated annual accounts, this risk continues to be classified as probable, pending the Commission's decision on the instigation of new proceedings, since the European Court of Justice's decision does not rule on the merits of the case but only on the lack of proper grounds for bringing the case. As at 31 December 2025, the risk associated with this case was provisioned under "Non-current provisions" in the amount of Euros 105 million (Euros 102 million as at 31 December 2024) (Note 16). Permits for renewable generation facilities in Spain The permits for certain renewable wind and solar generation facilities in Spain that are under construction or completed have been appealed before the courts and their viability might be affected in the event that the appeals are upheld. For cases where the risk is considered likely to materialise, an impact of Euros 38 million has been estimated (Euros 26 million as at 31 December 2024). For the remaining cases, the risk is not considered likely to materialise, although a maximum associated impact of Euros 99 million has been estimated (Euros 100 million as at 31 December 2024). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 148
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Water concession expirations in Spain As at 31 December 2025, administrative proceedings had been initiated by several river basin authorities in relation to the expiration of certain water concessions on the grounds that the concessions had expired. Naturgy has presented submissions opposing the termination, providing documentation proving that the concession terms remain in force in accordance with existing resolutions and concession documents. The risk associated with these procedures has been classified as possible and estimated at a maximum amount of Euros 60 million. At the date of authorisation of these consolidated annual accounts, no provisions had been recognised since it is expected that the appeals will be successful. Electricaribe On 14 November 2016 the Superintendence for Residential Public Services of the Republic of Colombia (“the Superintendence”) announced the government take-over of Electricaribe, a Naturgy investee, as well as the removal of the members of the governing body and the general manager, and their replacement by a special agent appointed by the Superintendence. Subsequently, on 14 March 2017, the Superintendence announced the decision to liquidate Electricaribe. On 22 March 2017, Naturgy initiated arbitration proceedings before the Court of the United Nations Commission for International Trade Law (UNCITRAL) and on 15 June 2018 it lodged a complaint in which it claimed approximately USD 1,600 million. On 4 December 2018, the Republic of Colombia submitted its answer to the complaint and filed a counterclaim for approximately USD 500 million. In March 2021, an arbitration award was issued rejecting the claims of both Naturgy and the Colombian State (Note 9). Several Colombian government agencies have brought administrative and judicial procedures against the Naturgy group or its employees on behalf of Electricaribe, including the Public Prosecutor's Office, the Superintendence for Public Services and the Superintendence for Companies. Contested withholding tax assessments On 7 July 2023, assessments were received in respect of withholdings on account of non-resident income tax for the period 2018-2020 amounting to Euros 195 million, including interest; those assessments are being disputed and an administrative-financial appeal has been filed with the Central Economic-Administrative Court. As as at 31 December 2025, it is believed that the risk in those matters is not likely to materialise. Tax-related claims in other countries As at 31 December 2025, Naturgy has filed various claims related to taxes or duties with the authorities in countries in which it operates. The risks believed likely to materialise in this connection are estimated at Euros 60 million (Euros 72 million as at 31 December 2024). The timing of the outflow of funds will depend on the evolution of the administrative and judicial proceedings, in which there has been no significant progress compared to the situation at the end of the previous year. It is considered that disclosing further information on these claims could seriously impair Naturgy's position in the ongoing disputes with the relevant counterparties and, therefore, it was decided to make the minimum disclosures required by IAS 37.92 for such cases. Complaint by Spain's National High Court against Naturgy Generación S.L.U. During the first half of 2024, as a result of disciplinary proceedings by the CNMC, the Public Prosecutor's Office of Spain's National Court (Audiencia Nacional) filed a complaint against Naturgy Generación S.L.U. in connection with an alleged crime in the bids made by the Sabón 3 combined cycle thermal power plant between March 2019 and December 2020. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 149
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On 4 April 2025, the National Court resolved to dismiss the proceedings, meaning that, as at 31 December 2025, there is no risk related to this matter apart from the contentious-administrative proceedings before the National Court, where Naturgy is also challenging the penalty imposed by the CNMC. Settlement of the clawback mechanism There are differences of opinion between the CNMC and the group's supply companies regarding the application of the clawback mechanism for generation, which could amount to Euros 271 million. Consequently, as at 31 December 2025, Naturgy recognised a provision for this amount. Disciplinary proceedings against UFD Distribución Electricidad S.A. As at 31 December 2024, Spain's CNMC had two disciplinary proceedings under way for alleged abuse of dominant position by group company UFD Distribución Electricidad S.A. in connection with the rental of meters to certain customers and with alleged preferential treatment of electricity supply companies belonging to the Group. On 17 December 2025, the CNMC notified the imposition of a fine of Euros 5 million, which was charged to the existing provision. This penalty has been paid, thus bringing this first case to a close. On 2 February 2026, the CNMV notified Naturgy of a proposal to close the second case. Power outage in Spain On 28 April 2025, there was a power outage on the Iberian Peninsula, the causes of which are still being investigated by the competent authorities. Power was gradually restored throughout the day and early the next day. In this context, various industry operators, including Naturgy, were asked to submit information, and claims have been received from affected third parties for non-material amounts. However, it is possible that third parties or governments may wish to initiate claims or administrative or legal proceedings against any company in the group as the investigations progress. At the date of authorisation of these consolidated annual accounts, the risk of a material adverse outcome is considered to be remote following analysis of the performance of the group's generation and distribution facilities, the absence of material claims and, ultimately, the group's insurance coverage. Accordingly, no liability has been recognised in relation to these claims, no payments have been made in their connection, and none are expected to be made in the future. Naturgy is assessing the costs incurred as a result of this outage in order to claim them once the cause has been determined. Naturgy's consolidated statement of financial position as at 31 December 2025 includes provisions for litigation, based on the best estimate made using the information available at the date of preparation of these consolidated annual accounts on their progress and ongoing negotiations, which cover the estimated risks. Naturgy therefore considers that no significant liabilities will arise from the risks described in this section of this Note. 36.2. Guarantees Guarantees furnished by Naturgy as at 31 December 2025 and 2024 are as follows: • Guarantees provided to third parties, basically for investment commitments, construction and distribution network expansion, tenders, bids and business contracts amounting to Euros 1,331 million (Euros 1,978 million as at 31 December 2024). • Guarantees relating to the economic obligations resulting from participation in the Spanish gas system (MIBGAS) and the Spanish electricity system (MEFF and OMIE) for Euros 546 million (Euros 582 million as at 31 December 2024). • Guarantees provided to public bodies, mainly for tax obligations, amounting to Euros 410 million (Euros 313 million as at 31 December 2024). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 150
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• Guarantees for debt issues by group companies Natural Finance Iberia, S.A. and Unión Fenosa Preferentes, S.A.U. totalling Euros 5,260 million (Euros 6,461 million as at 31 December 2024). • Guarantees for obligations under gas purchase and transport contracts and long-term (20 to 25 years) gas tanker charter contracts of group companies Naturgy LNG Marketing Ltd, Naturgy LNG GOM Limited and Naturgy Aprovisionamientos, S.A. As at 31 December 2025, these contracts amount to Euros 6,530 million (Euros 6,722 million as at 31 December 2024) measured on the basis of current market conditions for the commodities and currencies to which they are linked. • Parent Company Guarantees (PCGs) associated with the derivative instruments arranged for a total amount of Euros 1,503 million (Euros 1,381 million as at 31 December 2024). • Naturgy has bank borrowings secured by assets for an amount of Euros 948 million (Euros 1,141 million as at 31 December 2024). As the above guarantees are basically granted in order to guarantee the fulfilment of contractual obligations or investment commitments, the events that would lead to their execution and, consequently, a cash disbursement would be the nonfulfillment by Naturgy of its obligations in the ordinary course of its business, the probability of which is considered remote. Naturgy estimates that any unforeseen liabilities as at 31 December 2025 that might arise from guarantees furnished would not be material. 36.3. Contractual commitments The following tables present the contractual commitments for purchases and sales as at 31 December 2025 (million euro): 31.12.2025 Acquisition Total 2026 2027 2028 2029 2030 and later years Energy purchases (1) 45,130 4,762 4,255 4,122 3,808 3,107 25,076 Energy transmission (2) 2,592 502 447 421 393 232 597 Investment (3) 394 380 13 1 — — — Nuclear fuel purchases 47 23 24 — — — — Total contractual obligations 48,163 5,667 4,739 4,544 4,201 3,339 25,673 31.12.2025 Sale Total 2026 2027 2028 2029 2030 and later years Energy sales (4) 12,633 1,672 1,495 1,446 1,398 1,253 5,369 Provision of capacity assignment services (5) 1,278 307 255 152 79 81 404 Total contractual obligations 13,911 1,979 1,750 1,598 1,477 1,334 5,773 (1) This reflects the long-term commitments for natural gas purchases under gas procurement contracts with take-or-pay clauses negotiated and held for “own use” (Note 2.4.8). These contracts are generally for 20-25 years, set a minimum amount of gas to be purchased, and provide mechanisms for price revisions indexed to international natural gas prices and the prices of natural gas in the countries to which the gas is shipped. The commitments under these contracts were calculated on the basis of natural gas prices as at 31 December 2025. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 151
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It includes a total amount of Euros 10,945 million corresponding to long-term commitments to purchase natural gas of Russian origin which could be affected from 1 January 2027 onwards, either under the European Council's package of sanctions or as a result of the Regulation on imports agreed by the European Parliament and the European Council to progressively ban imports of Russian natural gas. Regarding these regulations, detailed in section 1. European Regulatory Environment in Appendix IV (Regulatory Framework) of these consolidated notes to annual accounts, the European Commission has stated that the the planned measures are be considered a case of force majeure for companies holding such long-term contracts. (2) This reflects the long-term commitments for gas transport and electricity transmission calculated on the basis of prices at 31 December 2025. It also reflects operating costs identified for charter contracts for gas tankers under finance leases for the tankers currently in operation. (3) It reflects investment commitments basically for the construction of renewable generation plants in Spain, USA and Australia, the development of the distribution network and other gas infrastructures and the development of the electricity distribution network (Notes 5 & 6). (4) It basically reflects long-term commitments to sell natural gas under gas sale contracts, containing take-or-pay clauses, negotiated and held for “own use” (Note 2.4.8). Calculated on the basis of natural gas prices as at 31 December 2025. This also includes long-term commitments to sell electricity, calculated on the basis of prices as at 31 December 2025. (5) It reflects service provision commitments under power generation capacity assignment contracts in Mexico (Note 2.4.23). The commitments made in these contracts were calculated on the basis of prices as at 31 December 2025. Note 37. Auditors’ fees Total fees for auditing and related services and other services in 2025 amounted to Euros 5,810 thousand (Euros 7,057 thousand in 2024). The fees accrued in thousand euro by companies trading under the KPMG brand in 2025 and 2024 are as follows: Thousand euro 2025 2024 KPMG Auditores, S.L. Rest of KPMG network Total KPMG Auditores, S.L. Rest of KPMG network Total Auditing services (1) 2,539 2,158 4,697 2,359 2,180 4,539 Assurance services and services related to the audit (1) 292 387 679 302 569 871 Tax services — 77 77 — 295 295 Other services 229 — 229 210 1,004 1,214 Total fees 3,060 2,622 5,682 2,871 4,048 6,919 Additionally, other audit firms provided various Group companies with audit services amounting to Euros 128 thousand in 2025 (Euros 138 thousand in 2024). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 152
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Note 38. Environment Naturgy is aware of its activities’ environmental impacts and, consequently, the Group pays particular attention to the protection of the environment and the efficient use of natural resources to meet energy demand. The Global Sustainability Policy (approved in 2025 to replace the Environmental Policy and the Human Rights Policy) places particular emphasis on continuing to be a key player in the energy transition and contributing to a reduction of greenhouse gas (GHG) emissions, having regard to technological progress and the policies and energy regulations in each country where the Group operates. Naturgy's most immediate, concrete and measurable responsibility towards the environment is set out in the Sustainability Plan, enshrined in the Strategic Plan 2025-2027. The Sustainability Plan establishes the objectives that guide the Group in its daily performance, in line with the applicable regulations and European Sustainability Reporting Standards (ESRS). Looking farther ahead, the Group is committed to investing today in sustainable activities, many of which are eligible under the European Taxonomy: • Constructing new renewable generation facilities to reach an installed capacity of 9.5 GW by 2027. • Focusing on carbon-neutral renewable gases with a target of producing or injecting at least 1.6 TWh into gas networks in Spain in 2027. • Integrating biodiversity into Naturgy's strategy and decision-making processes and designing transition plans, as required, that are aligned with the Kunming-Montreal Global Biodiversity Framework. To this end, Naturgy is focused on six strategic environmental axes: – Environmental governance and management – Climate change – Pollution – Water resources – Biodiversity and ecosystems – Resource use and circular economy Although the 2025 Non-Financial Information Statement and Sustainability Report contains detailed information on the company's environmental management performance and results, the main milestones are summarised below: Environmental governance and management • The Declaration of Principles and Policies (replacing the Corporate Responsibility Policy) and the Global Sustainability Policy (replacing the Environmental Policy and the Human Rights Policy) were approved in 2025. The Declaration of Principles and Policies defines the principles derived from Naturgy's purpose and values, which guide its activities to establish trusting, stable, solid and mutually beneficial relationships with its stakeholders, contributing to building a sustainable economic model in the regions where the Group operates. These principles are implemented through the Code of Ethics and the Global Policies, including the Global Sustainability Policy, which establishes the principles for defining governance and strategy, for identifying impacts, risks and opportunities, and for establishing metrics and objectives that ensure that the sustainability issues set out in the European Sustainability Reporting Standards (ESRS) are managed through the definition of principles, responsibilities and tools. Specifically, in the environmental area, the topics addressed are climate change, pollution, water resources, biodiversity and ecosystems, and resource use and the circular economy. • Naturgy has a Sustainability Plan, aligned with its 2025-2027 Strategic Plan, that was approved on 18 February 2025 and sets out the Group's environmental objectives for that period. • ISO 14001 certification was maintained in 2025. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 153
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• Both climate-related and nature-related risks have been assessed using the voluntary TCFD (Task Force on Climate-related Financial Disclosures) and TNFD (Taskforce on Nature-related Financial Disclosures) frameworks, respectively. Climate change • At a meeting on 18 February 2025, the Board of Directors approved the Climate Transition Plan (CTP), which details the pathways for reducing greenhouse gas (GHG) emissions and the intermediate targets required by the applicable regulations, and provides an understanding of the mitigation efforts undertaken by the Group. • In 2025, the total carbon footprint (scopes 1, 2 and 3) was reduced by 14.3% with respect to 2022 (the baseline year for the objectives of the Climate Transition Plan). Scope 1 (direct) emissions amounted to 13.1 million tonnes of CO2eq, 14.3% more than the previous year, mainly due to the increase in production at the Group's combined cycle plants in Spain as required to guarantee security of supply following the country- wide blackout on 28 April 2025 (a net increase of 63.6% in output by the CCGTs in Spain compared to 2024). Indirect (scope 2) emissions amounted to 0.2 million tCO2eq, a decline of 48.2% year-on-year as a result of the reduction in electricity purchases not included in Scope 1, while Scope 3 emissions amounted to 94.0 million tCO2eq. The latter decreased by 12.5% with respect to 2024 for several reasons, most notably the decline in end-user demand for distributed natural gas and in the volume of LNG sold internationally. • Renewable gases (biomethane and, in the medium-long term, hydrogen) are the key lever for decarbonising Naturgy's gas business. In 2025, the Group was involved in biomethane projects that had a production and/ or grid injection capacity of 0.42TWh. • 12,477GWh of renewable electricity with guarantees of origin certified by the CNMC were supplied in Spain. • 17,824MWh of biomethane with renewable gas guarantees of origin, either in-house or purchased on the market, were supplied in Spain. • Fuel consumption increased by 12.6% due to greater operation of the CCGTs in Spain. Pollution The principles established in this area by the Global Sustainability Policy are: • Prevent and control air, water, and soil pollution to reduce environmental impacts. • Design new facilities in accordance with the "do no significant harm" (DNSH) approach, as established in the European Taxonomy Regulation. In the double materiality assessment, soil contamination is considered to be non-material and, consequently, Naturgy focuses its efforts on minimising the impacts of air and water pollution, which are basically located in the value chain. Water resources • Water is a natural resource used in the Group's processes to which particular attention is paid, through analyses of the risks related to water use, discharge quality control, ecological reservoir management, eco- efficiency and the reuse of water in processes, for instance through the integration of wastewater from other activities. Overall, 968.7 hm3 were collected, of which 20.5 hm3 were used, the remainder being returned to the environment in the form of discharges. In absolute terms, water consumption increased by 24.3% in 2025. This was due to the increase in output by the CCGT plants in Spain, which need water for cooling and other essential functions. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 154
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Biodiversity and ecosystems • In 2025, Naturgy undertook numerous actions in the area of natural capital and biodiversity, all with the aim of preventing, reducing or offsetting our impacts so as to advance with our commitment to zero net loss of biodiversity and the enhancement of the value of the natural surroundings. Specifically, 457 biodiversity initiatives were implemented throughout the Group. • In 2025, environmental restoration actions were carried out on 448.2 hectares.11% of that area relates to protected areas, habitats or species. Resource use and circular economy The principles established in this area by the Global Sustainability Policy are: • Use resources efficiently, abate waste production, promote waste recovery in accordance with the waste hierarchy, and promote new circular economy models. • Implement circular practices, especially in new projects and facility decommissioning. In the double materiality assessment, resource inputs and use, and waste production, are the areas where material impacts and risks have been identified in the value chain, due to the manufacture of the equipment and materials necessary for operations. Note 39. Events after the reporting date On 13 February 2026, the sale of the portfolio of photovoltaic and battery storage development projects in the United States, previously classified as “Non-current assets held for sale” as at 31 December 2025, was formalized. Out of the 11 projects included in the portfolio, 9 were sold, and the 2 remaining are pending to be sold. The transaction was completed after a definitive agreement was reached with the buyer and all necessary conditions for the transfer were met. The sale did not have a significant impact on the profit or loss for the year at the date of recognition. On 17 February 2026, the Board of Directors adopted the proposal for the distribution of the Company's 2025 net profit and prior-year retained earnings, which will be submitted to the shareholders at the annual general meeting, as described in Note 14. Apart from that, there have been no other material events since the reporting date. ******************* Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 155
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Appendix I Naturgy companies 1. Subsidiaries Naturgy BAN, S.A. Argentina Gas distribution F.C. 70.0 70.0 Gascart S.A. Argentina Gas distribution F.C. 100.0 96.2 Naturgy Noa, S.A. Argentina Gas distribution F.C. 100.0 96.2 Gasmarket S.A. Argentina Gas distribution F.C. 100.0 96.2 Gas Sur S.A. Chile Gas distribution F.C. 100.0 92.3 Innergy Holdings S.A. Chile Gas distribution F.C. 60.0 55.4 Innergy Soluciones Energéticas S.A. Chile Gas distribution F.C. 100.0 55.4 Innergy Transportes S.A. Chile Gas distribution F.C. 100.0 55.4 Metrogas S.A. Chile Gas distribution F.C. 60.2 55.6 Aprovisionadora Global de Energía, S.A. Chile Gas distribution F.C. 60.2 55.6 Ceg Río, S.A. Brazil Gas distribution F.C. 59.6 59.6 Companhia Distribuidora de Gás do Río de Janeiro, S.A. Brazil Gas distribution F.C. 54.2 54.2 Gas Natural Sao Paulo Sul, S.A. Brazil Gas distribution F.C. 100.0 100.0 Gas Natural Redes GLP, S.A. Spain Gas distribution F.C. 100.0 80.0 Gas Natural Transporte SDG, S.L. Spain Gas distribution F.C. 100.0 80.0 Nedgia Andalucía, S.A. Spain Gas distribution F.C. 100.0 80.0 Nedgia Aragón, S.A. Spain Gas distribution F.C. 100.0 80.0 Nedgia Castilla La Mancha, S.A. Spain Gas distribution F.C. 95.0 76.0 Nedgia Castilla y León, S.A. Spain Gas distribution F.C. 90.1 72.1 Nedgia Catalunya, S.A. Spain Gas distribution F.C. 100.0 80.0 Nedgia Cegas, S.A. Spain Gas distribution F.C. 99.7 79.8 Nedgia Galicia, S.A. Spain Gas distribution F.C. 68.5 54.8 Nedgia Madrid, S.A. Spain Gas distribution F.C. 100.0 80.0 Nedgia Navarra, S.A. Spain Gas distribution F.C. 100.0 80.0 Nedgia, S.A. Spain Gas distribution F.C. 100.0 80.0 Nedgia Rioja, S.A. Spain Gas distribution F.C. 87.5 70.0 Comercializadora Metrogas, S.A. de CV Mexico Gas distribution F.C. 100.0 70.9 Naturgy México, S.A. de C.V. Mexico Gas distribution F.C. 70.9 70.9 Agua Negra S.A. Argentina Electricity distribution F.C. 100.0 100.0 Naturgy San Juan, S.A. (formerly Energía San Juan, S.A.) Argentina Electricity distribution F.C. 100.0 100.0 Total interest (%) Consolidation method (1) % Controlling interest (2) % Equity interest Company Country Activity Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 º156
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Naturgy Argentina Gas y Electricidad, S.A. Chile Electricity distribution F.C. 100.0 100.0 UFD Distribución Electricidad, S.A. Spain Electricity distribution F.C. 100.0 100.0 Empresa de Distribución Eléctrica Chiriqui, S.A. Panama Electricity distribution F.C. 51.0 51.0 Empresa de Distribución Eléctrica Metro Oeste, S.A. Panama Electricity distribution F.C. 51.0 51.0 Gasoducto del Pacífico (Argentina) S.A. Argentina Gas infrastructure F.C. 56.7 52.4 Gasoducto del Pacífico S.A. Chile Gas infrastructure F.C. 60.0 55.4 Petroleum Oil & Gas España, S.A. Spain Gas infrastructure F.C. 100.0 100.0 Europe Maghreb Pipeline, S.L. Spain Gas infrastructure F.C. 77.2 77.2 Natural Energy, S.A. Argentina Gas supply F.C. 100.0 100.0 Gas Natural Serviços, S.A. Brazil Gas supply F.C. 100.0 100.0 Naturgy Aprovisionamientos, S.A. Spain Gas supply F.C. 100.0 100.0 Sagane, S.A. Spain Gas supply F.C. 100.0 100.0 Gas Natural Europe, S.A.S. In liquidation France Gas supply F.C. 100.0 100.0 Naturgy LNG GOM Limited Ireland Gas supply F.C. 100.0 100.0 Naturgy LNG Marketing Ltd Ireland Gas supply F.C. 100.0 100.0 Naturgy Servicios, S.A. de C.V. Mexico Gas supply F.C. 100.0 70.9 Gas Natural Puerto Rico, Inc Puerto Rico Gas supply F.C. 100.0 100.0 Comercializadora Regulada, Gas & Power, S.A. Spain Gas and electricity supply F.C. 100.0 100.0 Gas Natural Comercializadora, S.A. Spain Gas and electricity supply F.C. 100.0 100.0 Naturgy Commodities Trading, S.A. Spain Gas and electricity supply F.C. 100.0 100.0 Naturgy Iberia, S.A.U. (formerly Naturgy Iberia, S.A.) Spain Gas and electricity supply F.C. 100.0 100.0 Naturgy Clientes, S.A.U. Spain Gas and electricity supply F.C. 100.0 100.0 Naturgy Comercializadora Empresas, S.A.U Spain Gas and electricity supply F.C. 100.0 100.0 Biometano Segriá, S.L. Spain Renewable Gases F.C. 100.0 100.0 Bio Madridejos, S.L.U Spain Renewable Gases F.C. 100.0 100.0 Biobarrax Albacete, S.L.U Spain Renewable Gases F.C. 100.0 100.0 Bio Tarancón, S.L.U Spain Renewable Gases F.C. 100.0 100.0 Bio Caspe, S.L.U Spain Renewable Gases F.C. 100.0 100.0 GNR Andalucía, S.L.U Spain Renewable Gases F.C. 100.0 100.0 Biogas Mediana, S.L.U Spain Renewable Gases F.C. 100.0 100.0 Bio Carmona, S.LU Spain Renewable Gases F.C. 100.0 100.0 Bio Criptana, S.L.U Spain Renewable Gases F.C. 100.0 100.0 Bio Membrilla, S.L.U Spain Renewable Gases F.C. 100.0 100.0 Bio Corral de Almaguer, S.L.U Spain Renewable Gases F.C. 100.0 100.0 Biogas Lucainena, S.L.U Spain Renewable Gases F.C. 100.0 100.0 Bio Loja, S.L.U Spain Renewable Gases F.C. 100.0 100.0 Total interest (%) Consolidation method (1) % Controlling interest (2) % Equity interest Company Country Activity Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 º157
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Bio Vilches, S.L.U Spain Renewable Gases F.C. 100.0 100.0 Bio Tobarra, S.L.U Spain Renewable Gases F.C. 100.0 100.0 Bioenergía y Valoraciones Ambientales Sevilla, S.L. Spain Renewable Gases F.C. 65.0 65.0 Naturgy Nuevas Energías, S.L.U. Spain Renewable Gases F.C. 100.0 100.0 H2Meirama, S.L. Spain Renewable Gases F.C. 100.0 100.0 Pelecanus, S.L. Spain Renewable Gases F.C. 75.0 75.0 Alnux Solar, S.L. Spain Renewable Gases F.C. 75.0 75.0 Linurgus, S.L. Spain Renewable Gases F.C. 75.0 75.0 Atrotus, S.L. Spain Renewable Gases F.C. 75.0 75.0 Carpodacus, S.L. Spain Renewable Gases F.C. 75.0 75.0 Artinita, S.L. Spain Renewable Gases F.C. 75.0 75.0 Hidenita, S.L. Spain Renewable Gases F.C. 75.0 75.0 Berrybank 2 Asset Pty Ltd Australia Electricity generation F.C. 100.0 74.9 Berrybank 2 Asset Trust Australia Electricity generation F.C. 100.0 74.9 Berrybank Development Pty, Ltd Australia Electricity generation F.C. 100.0 74.9 Crookwell 3 Development Pty Ltd. Australia Electricity generation F.C. 100.0 74.9 Crookwell Development Pty, Ltd Australia Electricity generation F.C. 100.0 74.9 Hawkesdale Asset Pty Ltd Australia Electricity generation F.C. 100.0 74.9 Hawkesdale Asset Trust Australia Electricity generation F.C. 100.0 74.9 Ryan Corner Development Pty, Ltd Australia Electricity generation F.C. 100.0 74.9 Cunderdin Development Finco Pty Ltd Australia Electricity generation F.C. 100.0 74.9 Cunderdin Development Landco Pty Ltd Australia Electricity generation F.C. 100.0 74.9 Cunderdin Development Pty Ltd Australia Electricity generation F.C. 100.0 74.9 Global Power Generation Australia Pty, Ltd. Australia Electricity generation F.C. 99.9 74.9 Berrybank 2 Hold Pty Ltd Australia Electricity generation F.C. 100.0 74.9 Berrybank 2 Hold Trust Australia Electricity generation F.C. 100.0 74.9 Berrybank Development Finco Pty Ltd. Australia Electricity generation F.C. 100.0 74.9 Crookwell 3 Development Finco Pty Ltd. Australia Electricity generation F.C. 100.0 74.9 Crookwell Development Finco Pty Ltd. Australia Electricity generation F.C. 100.0 74.9 Hawkesdale Hold Pty Ltd Australia Electricity generation F.C. 100.0 74.9 Hawkesdale Hold Trust Australia Electricity generation F.C. 100.0 74.9 Ryan Corner Development Finco Pty Ltd Australia Electricity generation F.C. 100.0 74.9 Paling Yards Development Finco Pty Ltd Australia Electricity generation F.C. 100.0 74.9 Paling Yards Development Pty Ltd Australia Electricity generation F.C. 100.0 74.9 Fraser Coast Development Finco, PTY, Ltd. Australia Electricity generation F.C. 100.0 74.9 Glenellen Development Finco PTY, Ltd Australia Electricity generation F.C. 100.0 74.9 Total interest (%) Consolidation method (1) % Controlling interest (2) % Equity interest Company Country Activity Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 º158
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Bundaberg Development Finco PTY, Ltd. Australia Electricity generation F.C. 100.0 74.9 Bundaberg Solar Development PTY, Ltd. Australia Electricity generation F.C. 100.0 74.9 Glenellen Asset Trust Australia Electricity generation F.C. 100.0 74.9 Glenellen Asset PTY Ltd Australia Electricity generation F.C. 100.0 74.9 Fraser Coast Solar Development PTY, Ltd. Australia Electricity generation F.C. 100.0 74.9 Global Power Generation Finco PTY, Ltd. Australia Electricity generation F.C. 100.0 74.9 Guimarania I Solar Spe Ltda. Brazil Electricity generation F.C. 100.0 75.0 Guimarania II Solar Spe Ltda. Brazil Electricity generation F.C. 100.0 75.0 Sertao i Solar Energía, SPE, Ltda Brazil Electricity generation F.C. 100.0 75.0 Sobral i Solar Energía, SPE, Ltda Brazil Electricity generation F.C. 100.0 75.0 Gestión y Servicios Cabo Leones II Chile Electricity generation F.C. 51.0 38.3 GPG Generación Distribuida, S.p.A. Chile Electricity generation F.C. 100.0 75.0 GPG Solar Chile 2017 SpA Chile Electricity generation F.C. 100.0 75.0 Iberéolica Cabo Leones II, S.A. Chile Electricity generation F.C. 51.0 38.3 Inca de Varas I, SPA Chile Electricity generation F.C. 100.0 75.0 Inca de Varas II, SPA Chile Electricity generation F.C. 100.0 75.0 Parque Eólico Vientos del Pacífico, S.p.A Chile Electricity generation F.C. 100.0 75.0 Almar CCS, S.A. Costa Rica Electricity generation F.C. 100.0 75.0 Unión Fenosa Generadora La Joya, S.A. Costa Rica Electricity generation F.C. 65.0 48.8 Unión Fenosa Generadora Torito, S.A. Costa Rica Electricity generation F.C. 65.0 48.8 Boreas Eólica 2, S.A. Spain Electricity generation F.C. 89.6 89.6 Corporación Eólica de Zaragoza, S.L Spain Electricity generation F.C. 68.0 68.0 Energías Ambientales de Somozas, S.A. Spain Electricity generation F.C. 97.0 97.0 Naturgy Vento, S.A. Spain Electricity generation F.C. 100.0 100.0 Global Power Generation, S.A. Spain Electricity generation F.C. 75.0 75.0 J.G.C. Cogeneración Daimiel, S.L. Spain Electricity generation F.C. 97.6 97.6 Naturgy Ciclos Combinados, S.L.U. Spain Electricity generation F.C. 100.0 100.0 Naturgy Generación, S.L.U. Spain Electricity generation F.C. 100.0 100.0 Naturgy Generación Térmica, S.L.U. Spain Electricity generation F.C. 100.0 100.0 Naturgy Renovables Canarias, S.L.U. Spain Electricity generation F.C. 100.0 100.0 Naturgy Renovables Ruralia, S.L. Spain Electricity generation F.C. 75.0 75.0 Naturgy Renovables, S.L.U. Spain Electricity generation F.C. 100.0 100.0 Parque Eólico Nerea, S.L. Spain Electricity generation F.C. 95.0 95.0 Parque Eólico Peñarroldana, S.L. Spain Electricity generation F.C. 95.0 95.0 Societat Eòlica de l´Enderrocada, S.A. Spain Electricity generation F.C. 76.2 76.2 Tratamiento Cinca Medio, S.L. Spain Electricity generation F.C. 90.0 90.0 Total interest (%) Consolidation method (1) % Controlling interest (2) % Equity interest Company Country Activity Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 º159
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Romera Eco Power Solar Energy, S.L. Spain Electricity generation F.C. 100.0 100.0 Mangos Energy, S.L. Spain Electricity generation F.C. 100.0 100.0 Encarnaciones Energy, S.L. Spain Electricity generation F.C. 100.0 100.0 Sol Morón Energy, S.L. Spain Electricity generation F.C. 100.0 100.0 ICE Andújar, S.L. Spain Electricity generation F.C. 60.1 60.1 Sun&Wind Sierra Sur, A.I.E. Spain Electricity generation F.C. 100.0 100.0 Energías Renovables Agüimes, S.L.U Spain Electricity generation F.C. 100.0 100.0 Montalto di Castro Solar S.R.L. Italy Electricity generation F.C. 100.0 100.0 7V Solar Ranch, LLC. USA Electricity generation F.C. 100.0 100.0 Camino Solar Ranch, LLC USA Electricity generation F.C. 100.0 100.0 Bar C Solar, LLC USA Electricity generation F.C. 100.0 100.0 Stonefield Solar, LLC USA Electricity generation F.C. 100.0 100.0 Esmeralda North Solar Project, LLC. USA Electricity generation F.C. 100.0 100.0 Front Range Midway Solar Project, LLC. USA Electricity generation F.C. 100.0 100.0 Grimes County Solar Project, LLC. USA Electricity generation F.C. 100.0 100.0 1780 Solar Project, LLC USA Electricity generation F.C. 100.0 100.0 Mark Center Solar Project, LLC. USA Electricity generation F.C. 100.0 100.0 Naturgy Candela Devco LLC USA Electricity generation F.C. 100.0 100.0 Naturgy Solar Operation USA LLC USA Electricity generation F.C. 100.0 100.0 Larrea Solar Project, LLC. (formerly Rough Hat 2 Solar, LLC) USA Electricity generation F.C. 100.0 100.0 Rough Hat Solar, LLC USA Electricity generation F.C. 100.0 100.0 Summer Shade Solar, LLC USA Electricity generation F.C. 100.0 100.0 Naturgy Renewables USA Services Corp. USA Electricity generation F.C. 100.0 100.0 Wagon Wheel Solar Ranch, LLC. USA Electricity generation F.C. 100.0 100.0 Rough Hat Clark Bess, LLC. USA Electricity generation F.C. 100.0 100.0 Rough Hat Clark Manager, LLC. USA Electricity generation F.C. 100.0 100.0 Sunflower Energy Project, LLC. USA Electricity generation F.C. 100.0 100.0 Sunvine Energy Project, LLC. USA Electricity generation F.C. 100.0 100.0 DT Solar Farms, LLC. USA Electricity generation F.C. 100.0 100.0 Independence Energy Project, LLC. USA Electricity generation F.C. 100.0 100.0 Spanish Israeli Operation and Maintenance Company, Ltd. Israel Electricity generation F.C. 100.0 100.0 El Gritón Solar S.A. de C.V. Mexico Electricity generation F.C. 80.0 60.0 Fuerza y Energía Bii Hioxo, S.A. de C.V. Mexico Electricity generation F.C. 100.0 75.0 Fuerza y Energía de Hermosillo, S.A. de C.V. Mexico Electricity generation F.C. 100.0 75.0 Fuerza y Energía de Naco Nogales, S.A. de C.V. Mexico Electricity generation F.C. 100.0 75.0 Fuerza y Energía de Norte Durango, S.A de C.V Mexico Electricity generation F.C. 100.0 75.0 Total interest (%) Consolidation method (1) % Controlling interest (2) % Equity interest Company Country Activity Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 º160
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Fuerza y Energía de Tuxpan, S.A. de C.V. Mexico Electricity generation F.C. 100.0 75.0 GPG Energía México, S.A. de C.V. Mexico Electricity generation F.C. 100.0 75.0 Energía y Servicios de Panamá, S.A. Panama Electricity generation F.C. 51.0 38.3 Generadora Palamara La Vega, S.A. Dominican Rep. Electricity generation F.C. 100.0 75.0 Naturgy Rinnovabili Italia, SRL Italy Electricity generation F.C. 100.0 100.0 Naturgy Renouvelables France SAS France Electricity generation F.C. 100.0 100.0 Foggia Solar SLR Italy Electricity generation F.C. 100.0 100.0 Lignitos de Meirama, S.A. Spain Mining F.C. 100.0 100.0 Gas Natural Fenosa Engineering Brasil , S.A., En Liquidaçao Brazil Engineering services F.C. 100.0 100.0 Operación y Mantenimiento Energy Costa Rica, S.A. Costa Rica Engineering services F.C. 100.0 75.0 Naturgy Engineering, S.L. Spain Engineering services F.C. 100.0 100.0 Naturgy Ingeniería Nuclear, S.L. Spain Engineering services F.C. 100.0 100.0 Operación y Mantenimiento Energy, S.A.U. Spain Engineering services F.C. 100.0 75.0 Proyectos Balmes México, S.A. de C.V. Mexico Engineering services F.C. 100.0 75.0 Unión Fenosa Operación México S.A. de C.V. Mexico Engineering services F.C. 100.0 75.0 Operations & Maintenance Energy Uganda Ltd Uganda Engineering services F.C. 100.0 75.0 Natural Re, S.A. Luxembourg Insurance F.C. 100.0 100.0 Naturgy Alfa Investments, S.A.U. Spain Financial services F.C. 100.0 100.0 Naturgy Capital Markets, S.A. Spain Financial services F.C. 100.0 100.0 Naturgy Participaciones, S.A.U. Spain Financial services F.C. 100.0 100.0 Unión Fenosa Preferentes, S.A.U. Spain Financial services F.C. 100.0 100.0 Naturgy Finance Iberia, S.A.U. Spain Financial services F.C. 100.0 100.0 Natural Servicios, S.A. Argentina Services F.C. 100.0 100.0 Gas Natural do Brasil, S.A. Brazil Services F.C. 100.0 100.0 Lean Grids Services Mexico, S.R.L. de C.V. Mexico Services F.C. 100.0 100.0 General de Edificios y Solares, S.L. Spain Services F.C. 100.0 100.0 Naturgy Innovahub, S.L.U. Spain Services F.C. 100.0 100.0 Administración y Servicios ECAP, S.A. de C.V. Mexico Services F.C. 100.0 100.0 Administradora de Servicios de Energía México, S.A. de CV Mexico Services F.C. 100.0 70.9 Servicios de Energía ECAP, S.A. de C.V. (formerly Energía y Confort Administración de Personal, S.A. de C.V.) Mexico Services F.C. 100.0 71.5 Sistemas de Administración y Servicios, S.A. de C.V. Mexico Services F.C. 71.0 71.0 Naturgy Services, S.A. Panama Services F.C. 100.0 100.0 Inversiones Hermill, S.A. Dominican Rep. Services F.C. 100.0 100.0 Empresa Chilena de Gas Natural S.A. Chile Services F.C. 100.0 55.6 Naturgy Chile Gas Natural, S.A. Chile Holding company F.C. 92.3 92.3 Total interest (%) Consolidation method (1) % Controlling interest (2) % Equity interest Company Country Activity Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 º161
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GN Holding Argentina Comercializadora, S.A. Argentina Holding company F.C. 100.0 92.3 Naturgy Argentina, S.A. Argentina Holding company F.C. 100.0 100.0 Invergás, S.A. Argentina Holding company F.C. 100.0 100.0 GN Holding Argentina, S.A. Chile Holding company F.C. 100.0 92.3 Global Power Generation Chile, S.p.A. Chile Holding company F.C. 100.0 75.0 GPG México Wind, S.L.U. Spain Holding company F.C. 100.0 75.0 GPG México, S.L.U. Spain Holding company F.C. 100.0 75.0 Holding de Negocios de Gas, S.A. Spain Holding company F.C. 80.0 80.0 Holding Negocios Electricidad, S.A. Spain Holding company F.C. 100.0 100.0 La Propagadora del Gas, S.A. Spain Holding company F.C. 100.0 100.0 Naturgy Acciones, S.L.U. Spain Holding company F.C. 100.0 100.0 Naturgy Distribución Latinoamérica, S.A. Spain Holding company F.C. 100.0 100.0 Naturgy Electricidad Colombia, S.L. Spain Holding company F.C. 100.0 100.0 Naturgy Infraestructuras EMEA, S.L. Spain Holding company F.C. 100.0 100.0 Naturgy Inversiones Internacionales, S.A. Spain Holding company F.C. 100.0 100.0 Naturgy Renewables USA Corp. USA Holding company F.C. 100.0 100.0 Naturgy Solar USA LLC USA Holding company F.C. 100.0 100.0 Unión Fenosa México, S.A. de C.V. Mexico Holding company F.C. 100.0 75.0 Distribuidora Eléctrica de Caribe, S.A. Panama Holding company F.C. 100.0 100.0 Generación Eléctrica del Caribe, S.A. Panama Holding company F.C. 100.0 75.0 Buenergía Gas & Power, LLC Puerto Rico Holding company F.C. 95.0 71.3 Total interest (%) Consolidation method (1) % Controlling interest (2) % Equity interest Company Country Activity (1) Consolidation method: F.C. Full Consolidation, P.C. Proportionate Consolidation, E.M. Equity Method. (2) Parent company’s interest in the subsidiary (3) Companies recognised as held for sale Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 º162
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2. Joint ventures Total interest (%) Consolidation method (1) % Controlling interest (2) % Equity interest Company Country Activity Gasoducto GasAndes, S.A. (Argentina) Argentina Gas infrastructure E.M. 43.5 24.2 ENER RENOVA, S.A. Chile Electricity generation E.M. 40.0 40.0 Andes Operaciones y Servicios S.A. Chile Gas infrastructure E.M. 50.0 27.8 Gas Natural Producción, S.A. Chile Gas infrastructure E.M. 36.2 33.4 Gasoducto GasAndes, S.A. (Chile) Chile Gas infrastructure E.M. 43.5 24.2 GNL Chile S.A. Chile Gas infrastructure E.M. 33.3 18.5 Medina Partnership, S.A. Spain Holding company E.M. 50.0 50.0 MEDGAZ, S.A. Spain Gas infrastructure E.M. 49.0 24.5 Eléctrica Conquense, S.A. Spain Electricity distribution E.M. 46.4 46.4 Eléctrica Conquense de Distribución, S.A. Spain Electricity distribution E.M. 100.0 46.4 ROBLA HUB, S.L. Spain Renewable Gases E.M. 50.8 50.8 Rice to Energy, S.L. Spain Renewable Gases E.M. 33.3 33.3 Colectora la Serrata, S.L. Spain Electricity generation E.M. 35.7 35.7 Infraestructuras Eléctricas La Mudarra, S.L. Spain Electricity generation E.M. 39.6 37.3 Nueva Generadora del Sur, S.A. Spain Electricity generation E.M. 50.0 50.0 Toledo PV, A.E.I.E. Spain Electricity generation E.M. 33.3 33.3 Infraestructuras San Servan SET 400, S.L. Spain Electricity generation E.M. 19.2 19.2 Instalaciones San Serván II 400, S.L. Spain Electricity generation E.M. 23.8 23.8 Greene W2BM, S.L. Spain Electricity generation E.M. 50.0 50.0 SET Veciana, S.L. Spain Electricity generation E.M. 32.0 32.0 SEC Valcaire, S.L. Spain Electricity generation E.M. 46.9 46.9 Evacuación Villanueva del Rey, S.L. Spain Electricity generation E.M. 14.8 14.8 Gestión Integral de Reciclaje de Aerogeneradores, S.L. Spain Electricity generation E.M. 33.0 33.0 Aprofitament d’Energies Renovables de l’Ebre, S.L. Spain Electricity generation E.M. 14.2 14.2 Evacuación San Serván 400, S.L. Spain Electricity generation E.M. 31.3 31.3 Gas Natural Vehicular del Norte Asociación en Participación Mexico Gas distribution E.M. 51.3 36.4 CH4 Energía S.A. de C.V. Mexico Gas supply E.M. 50.0 35.4 EcoEléctrica Holdings, LLC. Puerto Rico Holding company E.M. 50.0 35.6 EcoEléctrica, L.P. Puerto Rico Electricity generation E.M. 100.0 35.6 EcoEléctrica LLC Puerto Rico Holding company E.M. 100.0 35.6 (1) Consolidation method: F.C. Full Consolidation, P.C. Proportionate Consolidation, E.M. Equity Method. (2) Parent company’s interest in the subsidiary Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 º163
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3. Jointly-controlled assets and operations Total interest (%) Consolidation method (1) % Controlling interest (2) % Equity interest Company Country Activity Bezana / Bigüenzo Spain Gas infrastructure P.C. 55.6 55.6 Boquerón Spain Gas infrastructure P.C. 4.5 4.5 Casablanca Spain Gas infrastructure P.C. 9.5 9.5 Chipirón Spain Gas infrastructure P.C. 2.0 2.0 Montanazo Spain Gas infrastructure P.C. 17.7 17.7 Rodaballo Spain Gas infrastructure P.C. 4.0 4.0 Central Térmica de Anllares, A.I.E. Spain Electricity generation P.C. 66.7 66.7 Centrales Nucleares Almaraz-Trillo, A.I.E. Spain Electricity generation P.C. 19.1 19.1 Comunidad de bienes Central Nuclear de Almaraz (Grupo I y II) Spain Electricity generation P.C. 11.3 11.3 Comunidad de bienes Central Nuclear de Trillo (Grupo I) Spain Electricity generation P.C. 34.5 34.5 Comunidad de bienes Central Térmica de Aceca Spain Electricity generation P.C. 50.0 50.0 Comunidad de bienes Central Térmica de Anllares Spain Electricity generation P.C. 66.7 66.7 UTE ESE Clece - Gas Natural Spain Services P.C. 50.0 50.0 (1) Consolidation method: F.C. Full Consolidation, P.C. Proportionate Consolidation, E.M. Equity Method. (2) Parent company’s interest in the subsidiary Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 º164
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4. Associates Total interest (%) Consolidation method (1) % Controlling interest (2) % Equity interest Company Country Activity Sistemas Energéticos La Muela, S.A. Spain Electricity generation E.M. 20.0 20.0 Sistemas Energéticos Mas Garullo, S.A. Spain Electricity generation E.M. 18.0 18.0 Sociedade Galega do Medio Ambiente, S.A. Spain Electricity generation E.M. 45.2 45.2 Bluemobility System, S.L. En Liquidación Spain Services E.M. 20.0 20.0 Kromschroeder, S.A. Spain Services E.M. 44.5 44.5 (1) Consolidation method: F.C. Full Consolidation, P.C. Proportionate Consolidation, E.M. Equity Method. (2) Parent company’s interest in the subsidiary Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 º165
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Appendix II. Changes in consolidation scope The changes in the consolidation scope in 2025 were as follows: Company name Transaction type Effective transaction date Voting rights acquired/disposed of (%) Voting rights after the transaction Consolidation method after the transaction SET Veciana, S.L. Sale 10 January (9.2) 39.1 Equity Global Power Generation Australia Pty, Ltd. Capital increase (1) 6 March 0.5 74.5 Full Scioto Farms Solar Project, LLC. Liquidation 9 April (100.0) — Full Global Power Generation Australia Pty, Ltd. Capital increase (1) 23 July 0.4 74.9 Full Rough Hat Clark Manager, LLC. Incorporation 25 September 100.0 100.0 Full Pelecanus, S.L. Acquisition 3 October 75.0 75.0 Full Sunflower Energy Project, LLC. Incorporation 8 October 100.0 100.0 Full Sunvine Energy Project, LLC. Incorporation 8 October 100.0 100.0 Full DT Solar Farms, LLC. Incorporation 8 October 100.0 100.0 Full Independence Energy Project, LLC. Incorporation 8 October 100.0 100.0 Full Alnux Solar, S.L. Acquisition 16 October 75.0 75.0 Full Linurgus, S.L. Acquisition 16 October 75.0 75.0 Full Atrotus, S.L. Acquisition 16 October 75.0 75.0 Full Carpodacus, S.L. Acquisition 4 November 75.0 75.0 Full Artinita, S.L. Acquisition 27 November 75.0 75.0 Full Hidenita, S.L. Acquisition 27 November 75.0 75.0 Full SET Veciana, S.L. Sale 11 December (7.10) 32.0 Equity Sociedade Galega do Medio Ambiente, S.A. Capital increase (2) 26 December (3.80) 45.2 Equity Qalhat LNG S.A.O.C. Sale 31 December (7.40) — — (1) Two capital increases were performed in the year by offsetting debt, resulting in an increase in the percentage of rights acquired both in the company itself and in its subsidiaries (Note 2.6). (2) The company Sociedade Galega do Medio Ambiente, S.A. carried out a capital increase that was not subscribed by Naturgy, as a result of which its stake in that company was reduced by 3.8%. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 166
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The changes in the consolidation scope in 2024 were as follows: Company name Transaction type Effective transaction date Voting rights acquired/ disposed of (%) Voting rights after the transaction (%) Consolidation method after the transaction Biometano Segria, S.L. Incorporation 17 January 100.0 100.0 Full Evacuación Villanueva del Rey, S.L. Acquisition 23 January 14.8 14.8 Equity Sobral I Solar Energía, SPE, Ltda. Acquisition 26 January 15.0 100.0 Full Sertao I Solar Energía, SPE, Ltda. Acquisition 26 January 15.0 100.0 Full Energías Renovables Agüimes, S.L.U. Incorporation 8 February 100.0 100.0 Full Gas Natural Fenosa Ingeniería México, S.A. de C.V. Liquidation 13 March 100.0 — — Win4H2-R1, S.L. Disposal 21 March 50.0 — — Fraser Coast Solar Development PTY, Ltd. Acquisition 19 April 100.0 100.0 Full Naturgy Informática, S.A.U. Liquidation 12 June 100.0 — — Global Power Generation Finco PTY, Ltd. Incorporation 18 June 100.0 100.0 Full Wagon Wheel Solar Ranch, LLC. Incorporation 21 June 100.0 100.0 Full Esmeralda North Solar Project, LLC. Incorporation 1 July 100.0 100.0 Full Naturgy Renewables USA Services Corp. Incorporation 16 July 100.0 100.0 Full Agua Fría Solar, LLC. Disposal 7 August 100.0 100.0 Full Naturgy LNG Singapore PTE. LTD. Liquidation 14 September 100.0 — — Rough Hat Clark Bess, LLC. Incorporation 24 September 100.0 100.0 Full Defiance County Solar Project, LLC. Liquidation 22 October 100.0 — — Esmeralda North Solar, LLC. Liquidation 22 October 100.0 — — FT. Meade Solar, LLC. Liquidation 22 October 100.0 — — Marshville Solar, LLC. Liquidation 22 October 100.0 — — Saguache County Solar Project, LLC. Liquidation 22 October 100.0 — — Yeager Solar, LLC. Liquidation 22 October 100.0 100.0 Full Renewable gas acquisitions Bio Madridejos, S.L.U. Acquisition 11 November 100.0 100.0 Full Biobarrax Albacete, S.L.U. Acquisition 11 November 100.0 100.0 Full Bio Tarancón, S.L.U. Acquisition 11 November 100.0 100.0 Full Bio Caspe, S.L.U. Acquisition 11 November 100.0 100.0 Full GNR Andalucía, S.L.U. Acquisition 11 November 100.0 100.0 Full Biogas Mediana, S.L.U. Acquisition 11 November 100.0 100.0 Full Bio Carmona, S.L.U. Acquisition 11 November 100.0 100.0 Full Bio Criptana, S.L.U. Acquisition 11 November 100.0 100.0 Full Bio Membrilla, S.L.U. Acquisition 11 November 100.0 100.0 Full Bio Corral de Almaguer, S.L.U. Acquisition 11 November 100.0 100.0 Full Biogas Lucainena, S.L.U. Acquisition 11 November 100.0 100.0 Full Bio Loja, S.L.U. Acquisition 11 November 100.0 100.0 Full Bio Vilches, S.L.U. Acquisition 11 November 100.0 100.0 Full Bio Tobarra, S.L.U. Acquisition 11 November 100.0 100.0 Full Global Power Generation Brasil Geracao de Energía Ltda. Liquidation 19 November 100.0 — — Unión Fenosa Gas Exploración y Producción, S.A. Liquidation 22 November 100.0 — — Centrogas S.A. Liquidation 20 November 100.0 — — Financiamiento Doméstico S.A. Liquidation 20 November 99.9 — — Naturgy LNG GOM, S.L. Liquidation 5 December 100.0 — — Canoe Creek Solar Project, LLC. Liquidation 13 December 100.0 — — Half Moon Solar Project, LLC. Liquidation 13 December 100.0 — — Hayden Run Solar Project, LLC. Liquidation 13 December 100.0 — — Knickerbocker Solar Project, LLC. Liquidation 13 December 100.0 — — Stone Mill Solar, LLC. Liquidation 13 December 100.0 — — Nedgia Balears, S.A. Liquidation 17 December 100.0 — — Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 167
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Appendix III. Naturgy tax group companies The companies in the Naturgy tax group are as follows: Naturgy Energy Group, S.A. Naturgy Ciclos Combinados, S.L.U. Bio Carmona, S.L.U. Naturgy Clientes, S.A.U. Bio Caspe, S.L.U. Naturgy Comercializadora Empresas, S.A.U. Bio Corral de Almaguer, S.L.U. Naturgy Commodities Trading, S.A. Bio Criptana, S.L.U. Naturgy Distribución Latinoamérica, S.A. Bio Loja, S.L.U. Naturgy Electricidad Colombia, S.L. Bio Madridejos, S.L.U. Naturgy Engineering, S.L. Bio Membrilla, S.L.U. Naturgy Finance Iberia, S.A.U. Bio Tarancón, S.L.U. Naturgy Generación Térmica, S.L.U. Bio Tobarra, S.L.U. Naturgy Generación, S.L.U. Bio Vilches, S.L.U. Naturgy Iberia, S.A.U. Biobarrax Albacete, S.L.U. Naturgy Infraestructuras EMEA, S.L. Biogas Lucainena, S.L.U. Naturgy Ingeniería Nuclear, S.L. Biogas Mediana, S.L.U. Naturgy InnovaHub, S.L. Biometano Segria, S.L. Naturgy Inversiones Internacionales, S.A. Boreas Eólica 2, S.A. Naturgy Nuevas Energías, S.L.U. Comercializadora Regulada, Gas & Power, S.A. Naturgy Participaciones, S.A.U. Encarnaciones Energy, S.L. Naturgy Renovables Canarias, S.L.U. Energías Ambientales de Somozas, S.A. Naturgy Renovables Ruralia, S.L. Energías Renovables Agüimes, S.L.U. Naturgy Renovables, S.L.U. Europe Maghreb Pipeline, S.L. Naturgy Vento, S.A. Gas Natural Comercializadora, S.A. Nedgia Andalucía, S.A. Gas Natural Redes GLP, S.A. Nedgia Aragón, S.A. Gas Natural Transporte SDG, S.L. Nedgia Castilla La Mancha, S.A. General de Edificios y Solares, S.L. Nedgia Catalunya, S.A. Global Power Generation, S.A. Nedgia Cegas, S.A. GNR Andalucía, S.L.U. Nedgia Madrid, S.A. GPG México Wind, S.L.U. Nedgia, S.A. GPG México, S.L.U. Operación y Mantenimiento Energy, S.A. H2Meirama, S.L. Parque Eólico Nerea, S.L. Holding de Negocios de Gas, S.A. Parque Eólico Peñarroldana, S.L. Holding Negocios Electricidad, S.A. Petroleum Oil & Gas España, S.A. J.G.C. Cogeneración Daimiel, S.L. Romera Eco Power Solar Energy, S.L. La Propagadora del Gas, S.A. Sagane, S.A. Lignitos de Meirama, S.A. Societat Eòlica de l'Enderrocada, S.A. Mangos Energy, S.L. Sol Morón Energy, S.L. Naturgy Acciones, S.L.U. Tratamiento Cinca Medio, S.L. Naturgy Alfa Investments, S.A.U. UFD Distribución Electricidad, S.A. Naturgy Aprovisionamientos, S.A. Unión Fenosa Preferentes, S.A.U. Naturgy Capital Markets, S.A. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 168
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Appendix IV. Regulatory framework 1. European regulatory environment The European regulatory environment in 2025 was shaped by the publication of the Clean Industrial Deal, the Omnibus I and Omnibus II legislative packages, the RePowerEU Roadmap, and the related draft Regulation. Also noteworthy are the publication of guidelines for the implementation of directives already approved within the "Fit for 55 Package", the approval of the report on the Security of Energy Supply in the European Union, and the publication of new regulations in the Official Journal of the European Union (OJEU) that reinforce energy efficiency, system resilience, and international climate cooperation. On 26 February 2025, the European Commission published the Clean Industrial Deal, a package of measures aimed at competitiveness and decarbonisation that sets out a strategic vision for the next five years. The priorities of the Deal include addressing structural factors that raise energy prices, tackling inefficiencies in the design of tolls and taxes, and improving market integration. Other key objectives are to facilitate long-term PPAs, incentivise demand flexibility services for industrial customers and prioritise investment in electricity grids. The Deal also provides for the expansion of electricity and hydrogen transport and distribution infrastructure, carbon transport networks and storage systems. This Deal is complemented by the Sustainable Energy Action Plan, published by the European Commission on the same date, which includes measures aimed mainly at reducing energy prices and costs, accelerating electrification and fostering investment in energy infrastructure. Furthermore, on 26 February 2025, the European Commission presented a set of legislative proposals aimed at streamlining the European Union's regulatory framework, strengthening competitiveness and fostering an environment favourable to investment. These packages of measures, known as Omnibus I and Omnibus II, contain key sustainability initiatives: a review of reporting obligations under the Corporate Sustainability Reporting Directive (CSRD), the Corporate Sustainability Due Diligence Directive (CSDDD), and the Carbon Border Adjustment Mechanism (CBAM); and optimisation of the InvestEU programme. Since their introduction, the packages have undergone the European legislative process, including negotiations between Parliament, Council and Commission, and some parts of Omnibus I were approved in December 2025. Since the beginning of Russia's military aggression against Ukraine in February 2022, the EU has taken a number of strategic steps to reduce its energy dependence on Russia. In this context, in May 2022 the European Commission presented the REPowerEU plan, an ambitious roadmap setting out concrete targets to diversify supply sources, accelerate the energy transition and strengthen the security of Europe's energy system. In line with these objectives, on 6 May 2025, the European Commission presented a roadmap to completely eliminate energy imports from Russia (gas, oil and nuclear) in 2027. This roadmap began to be implemented with the issuance on 17 June 2025 of a draft tariff regulation that initially established the prohibition of imports from 1 January 2028 for long-term contracts signed before June 2025. With regard to the potential legal implications, the European Commission has stated that the prohibition would qualify as a case of force majeure for companies party to such long-term contracts. In the words of the Energy Commissioner, Dan Jørgensen: “We have a very clear opinion from the legal team of the Commission stating that, since this would be a prohibition, a ban, the companies would not get into legal problems; this is Force Majeure as if it has been a sanction.” The Council of the European Union adopted the 19th package of sanctions against Russia on 23 October 2025, which includes a ban from 1 January 2027 on the purchase, import or transfer, directly or indirectly, of LNG originating in or exported from Russia under contracts with a duration of more than one year signed before 17 June 2025 (short-term contracts are prohibited from April 2026). On 22 December, the validity of the sanctions package was extended until 31 July 2026 and they must be further extended thereafter in order to remain in force. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 169
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Subsequently, on 3 December 2025, the European Council and the European Parliament reached an agreement on the Regulation to phase out Russian gas imports and set a new binding timetable: • For short-term procurement contracts concluded before 17 June 2025, the ban on Russian gas imports will apply from 25 April 2026 for LNG and from 17 June 2026 for gas via pipeline. • For long-term LNG import contracts, the ban will apply from 1 January 2027. • With regard to long-term contracts for gas imports via pipeline, the ban will come into force on 30 September 2027. The agreement was passed by the European Parliament on 17 December and adopted by the European Council on 26 January 2026. The Regulation was published on 2 February 2026 in order to come into force. Under this new regulatory framework, comprising the sanctions regulation and the imports regulation, some energy companies, including Naturgy, may be affected by the application of the aforementioned restrictions, especially with regard to long-term procurement contracts signed before the conflict. The European Commission also presented significant proposals, recommendations and reports on gas storage and capacity mechanisms: • Report published on 3 March 2025 on streamlining the approval procedure for capacity mechanisms with the aim of making the process more efficient and ensuring security of electricity supply. • Legislative proposal published on 5 March 2025 to extend Regulation (EU) 2022/1032 until the end of 2027, with the aim of ensuring that EU Member States maintain adequate levels of gas storage to address potential supply disruptions. This proposal was approved and published in the Official Journal of the European Union on 10 September 2025 in the form of Regulation 2025/1733. • Recommendation to the EU Member States published on 5 March 2025 for the implementation of the storage filling targets. On 2 June 2025, the European Commission published an official communication that provides guidance on anticipatory investments in future-oriented electricity grids and aims to facilitate investment decisions that proactively respond to the future needs of the European electricity system. On 8 July 2025, the European Parliament published the Report on Energy Security, which assesses the risks, challenges and strategies for ensuring a stable energy supply in the European Union. This report promotes infrastructure resilience and an end to dependence on Russian gas by 2027. It advocates diversifying energy procurement sources and accelerating the integration of clean, autochthonous energy sources, such as renewable gases. Regulation 2025/1733, amending Regulation (EU) 2017/1938 as regards the role of gas storage, was published on 10 September 2025. This Regulation extends the target deadline for filling gas storage facilities to 90% to the end of 2027, with certain measures allowing flexibility: • The target may be achieved at any time between 1 October and 1 December, rather than specifically on 1 November, and need not be maintained. • The Regulation establishes indicative filling trajectories, although Member States may deviate from them. • In the event of "difficult conditions" that limit the ability to ensure filling, Member States may deviate from the target by up to 10%. • Member States may add up to 5% flexibility subject to certain conditions. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 170
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The Guidance on the Implementation of the Social Climate Fund (SCF) was published on 13 October 2025 with the aim of helping Member States to effectively implement this fund, which is intended to mitigate the social impact of the green transition, especially on vulnerable households, micro-enterprises and transport users, and is mainly linked to the Emissions Trading Scheme for buildings and transport (ETS II), which will begin in 2027. On 9 December 2025, the Council of the EU and the European Parliament reached a provisional agreement on the Commission's proposal, which includes amendments that significantly reduce the scope of the Corporate Sustainability Reporting Directive (CSRD). In order to become law, the provisional agreement still needs to be formally endorsed by Parliament and the Council. On 10 December 2025, European co-legislators reached an agreement on the new climate target for 2040, which sets a binding reduction of 90% in emissions compared to 1990. The agreement allows for the use of up to 5% of high-quality international credits from 2036 onwards and proposes postponing the entry into force of ETS II until 2028. The final text is pending formal approval by the Council and Parliament. 2. Regulation of the energy industry in Spain 2.1. Regulation of the natural gas industry in Spain 2.1.1. Main characteristics of the natural gas industry in Spain The Spanish gas industry is regulated by Law 34/1998 of 7 October, on the hydrocarbons sector, Law 18/2014, Royal Decree-Law 1/2019, and their implementing regulations. In general, the Spanish gas industry is characterised by the following factors: • It is an industry in which regulated and unregulated activities coexist. The regulated activities consist of transport, regasification, storage and distribution of natural gas. The non-regulated activities comprise production, procurement and supply of natural gas. • The principle of economic and financial sustainability of the gas system applies, and the annual mismatch between system revenues and costs is capped. • In compliance with EU legislation, the supply of natural gas in Spain has been fully liberalised and all Spanish consumers have been free to choose their natural gas supplier since 1 January 2003, although a tariff of last resort is maintained for the lower volume consumers. The supply activity, including supply of last resort, is carried out by supply companies. 2.1.2. Regulated activities in the natural gas industry The main characteristics of regulated activities are (i) the need for prior administrative authorisation of a regulated nature, (ii) the allocation of a regulatory remuneration, (iii) the imposition of specific obligations on third party access to the network, and (iv) the establishment of specific rules on unbundling. 2.1.2.1. Transmission Transportation includes regasification, storage and transmission of gas in the strict sense through the basic very high pressure gas pipeline network: The transportation network is owned mainly by Enagás, S.A., although other companies, including various Naturgy investees, own a small proportion of it. Under Royal Decree-Law 8/2023 of 27 December, transport network operators may act provisionally as hydrogen core network operators, pending the definitive designation of Hydrogen Network Operators in accordance with European regulations, and may carry out hydrogen core network development functions within the scope of common European interest projects. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 171
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2.1.2.2. Distribution Natural gas is transported from the very high pressure transport grid to the final consumer through the high, medium and low pressure distribution grid. The distribution business is based on a system of administrative authorisations that do not grant exclusive use rights. A zone distributor has preference to obtain authorisations for adjoining zones. A distributor's activity is restricted to the expansion and management of distribution networks. Supply is the exclusive domain of specially authorised supply companies. 2.1.2.3. LPG supply As well as natural gas distribution, Naturgy also supplies piped liquefied petroleum gas (LPG), regulated by Law 34/1998 on the oil and gas industry. The Ministry for the Ecological Transition and Demographic Challenge (MITECO) sets the selling rates for piped LPG for end consumers and the assignment prices of LPG at which it is purchased by piped LPG distributors, by setting the specific rates or establishing a system for calculating and updating them automatically. These prices are published in monthly resolutions. 2.1.3. Economic regime applicable to regulated activities Following the approval of Royal Decree-Law 1/2019, the CNMC was entrusted with approving the remuneration methodologies in the natural gas sector to be applicable from 31 December 2020, and it was empowered to establish the methodology and conditions for access and capacity assignment in the gas system. Accordingly, the CNMC approved the following Circulars that determine, inter alia, the methodologies for remunerating gas activities that are applicable in the 2021-2026 regulatory period: • Circular 2/2019 of 12 November 2019, which established the methodology for calculating the remuneration for the regasification, transportation and distribution of natural gas. • Circular 8/2019 of 12 December 2019, as amended by Circular 9/2021 of 15 December establishing the method and conditions for access and allocation in the natural gas system. • Circular 9/2019, of 12 December 2019, which establishes the methodology for determining the remuneration of natural gas transportation facilities and liquefied natural gas plants. • Circular 4/2020, of 31 March, establishing the methodology for determining the remuneration for natural gas distribution. • Circular 6/2020, of 22 July, establishing the methodology for calculating transportation, local grid and regasification tolls for natural gas. • Circular 8/2020, of 2 December, establishing the unit reference values for investment and for operation and maintenance for 2021-2026 and the minimum requirements for auditing investments and costs in natural gas transportation facilities and LNG plants. • Circular 7/2021, of 28 July, establishing the methodology for calculating, overseeing, measuring and settling losses in the gas system. Under the allocation of competences established in Royal Decree-Law 1/2019, MITECO adopted Royal Decree 1184/2020 of 29 December establishing the methodologies for calculating the gas system charges, the regulated remuneration for basic underground storage facilities and the fees for their use. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 172
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In accordance with the methods mentioned above, the following resolutions applicable in 2025 were approved by the MITECO and the CNMC: • CNMC Resolution of 23 May 2024 establishing the access tolls for the transportation networks, local networks and regasification for the 2025 gas year. • CNMC Resolution of 23 May 2024 establishing the remuneration for the 2025 gas year for companies carrying out regulated activities related to liquefied natural gas plants, transportation and distribution of natural gas. • CNMC Resolution of 12 August 2024 establishing the method of calculating the adjustment to be made to the annual remuneration for natural gas transportation, regasification and distribution companies for the provision of connected services. • Order TED/1013/2024, of 20 September, establishing the gas system charges and the remuneration and fees for basic underground storage facilities for the 2025 gas year. • Order TED/1193/2024, of 30 October, establishing energy policy guidelines for the CNMC in relation to the proposed amendment of Circular 2/2019, of 12 November, which established the method of calculating the remuneration rate for natural gas regasification, transport and distribution activities. On 16 April 2024, the Official State Gazette published the CNMC Resolution of 4 April 2024, which determines the transitory price for the rental of natural gas smart meters with a flow rate of less than or equal to 6 m³/h for customers connected to networks of less than 4 bar and consumption less than or equal to 50 MWh/year. Royal Decree-Law 9/2024, of 23 December, and Royal Decree-Law 1/2025, of 28 January (since the former was not ratified in Parliament) once again extended, until 31 December 2025, the prohibition on cutting gas supplies to vulnerable electricity consumers on grounds of non-payment. This measure was extended again until 31 December 2026 by Royal Decree-Law 16/2025, of 23 December. The main provisions issued in 2025 were: • Resolution of 13 January 2025, of the Directorate General for Energy Policy and Mines, which publishes the allocated and available capacity in basic underground natural gas storage facilities for the period from 1 April 2025 to 31 March 2026. • Order TED/181/2025, of 13 February, approving the Technical Management Regulations for the Gas System under ministerial jurisdiction. • Order TED/211/2025, of 4 March, updating the system for automatically setting maximum pre-tax sale prices for bottled liquefied petroleum gases and amending the system for automatically setting pre-tax sale tariffs for liquefied petroleum gases supplied through pipelines. • Resolution of 25 March 2025, of the Directorate-General for Industrial Strategy and Small and Medium-sized Enterprises, updating the list of standards in supplementary technical instruction ITC-ICG 11 of the Technical Regulation on the distribution and use of gaseous fuels, approved by Royal Decree 919/2006, of 18 July. • CNMC Circular 2/2025, of 9 April, establishing the new methodological framework for access and capacity allocation in the Spanish gas system. • CNMC Resolution of 27 May 2025 establishing the remuneration for the 2026 gas year for companies carrying out regulated activities related to liquefied natural gas plants, transportation and distribution of natural gas. • CNMC Resolution of 27 May 2025 establishing the access tolls for transportation networks, local networks and regasification for the 2026 gas year. • CNMC Resolution of 13 June 2025 amending the Resolution of 3 April 2020, which established the detailed procedure for the development of market mechanisms for the allocation of capacity in the gas system. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 173
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• CNMC Resolution of 13 June 2025 establishing the procedure for managing applications and contracts for the connection of plants that produce other gases to the natural gas transportation or distribution network. • CNMC Resolution of 17 June 2025 amending that of 24 March 2022, which established the detailed procedures for the development of congestion management and anti-hoarding for capacity mechanisms in the natural gas system and amending the Resolutions of 3 April 2020, on market mechanisms for the allocation of capacity in the gas system, and of 1 July 2020, on natural gas balancing. • CNMC Circular 5/2025, of 18 June, on regulatory information about the costs of natural gas distribution. • CNMC Resolution of 31 July 2025 setting out the decision not to apply the discounts established in Article 18.4 of Regulation (EU) 2024/1789 on the internal markets for renewable gas, natural gas and hydrogen. • CNMC Resolution of 18 September 2025 establishing the amount of remuneration for the technical manager of the gas system and the fee for financing it in the 2026 gas year. • Order TED/1062/2025, of 25 September, establishing the gas system charges and the remuneration and fees for basic underground storage facilities for the 2026 gas year. • CNMC Resolution of 26 September 2025 on the calculation, supervision and assessment of shrinkage in the gas system for the 2024 gas year and the impact on the remuneration of facility owners. • Order TED/1318/2025, of 19 November, established energy policy guidelines for the CNMC (National Markets and Competition Commission) in relation to three proposed Circulars: the amendment of Circular 9/2019 on the remuneration methodology for natural gas transportation facilities and LNG plants, the amendment to Circular 4/2020 defining the remuneration methodology for natural gas distribution, and the new Circular establishing the methodology for calculating transportation, local network and regasification tolls for the period 2027-2032. • CNMC Circular 9/2025, of 22 December, amending Circular 2/2019, of 12 November, which established the methodology for calculating the financial remuneration rate for electricity transmission and distribution, as well as for natural gas regasification, transportation and distribution. It also established the financial remuneration rate applicable to electricity transmission, system operation and distribution activities for the 2026-2031 regulatory period. 2.1.4. Unregulated activities in the natural gas industry 2.1.4.1. Procurement The procurement of natural gas in Spain, in the form of gas or LNG, is mostly handled by gas operators such as Naturgy. Although natural gas production is an unregulated activity, since there is little production in Spain, it is subject to two types of limit, basically to ensure diversified procurement and introduce competition in the market: 1) no single country can supply more than 50% of the gas imported into Spain; and 2) no party or business group as a whole can supply natural gas for consumption in Spain in excess of 70% of national consumption, excluding self- consumption. The promotion of renewable gases is one of the decarbonisation measures included in the National Integrated Energy and Climate Plan (NECP 2023-2030) and is reflected, inter alia, by the approval of the Hydrogen Roadmaps and the Biogas Roadmap. Regulations in this area include Royal Decree 376/2022 and Order TED/1026/2022 on systems for guaranteeing the origin of gas from renewable sources, as well as the amendments made to Law 34/1998 and Royal Decree 1434/2002 to encourage the development of renewable gases by regulating the connection of production plants to the existing natural gas transport and distribution network and the publication in the Official State Gazette on 30 April 2024 of the CNMC Resolution of 19 April 2024, which establishes the procedure for managing connections of biomethane generation plants to the transport or distribution network. In addition, following the adaptation of the competencies established by Royal Decree-Law 1/2019, the CNMC approved Circular 2/2020, of 9 January, which establishes the natural gas balancing rules. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 174
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2.1.4.2. Supply 2.1.4.2.1 General The Supply business is fully deregulated and customers are free to choose their supplier. As a deregulated activity, Supply is remunerated at a price freely agreed by the parties. However, the Law recognises the right of consumers connected at less than 4 bar who do not exceed a certain consumption threshold (50 MWh/year) to be supplied at a maximum price called the tariff of last resort (TUR). The TUR is reviewed quarterly when cost variations so require, in accordance with the methodology established in Order ITC/1660/2009 of 22 June. In 2021, in view of the exceptional rise in international natural gas prices, Royal Decree-Law 17/2021 of 14 September introduced an exceptional limit on increases in the cost of the raw material to be passed on to the TUR, which was extended under successive Royal Decree-Laws, in particular Royal Decree-Laws 18/2022 and 20/2022, until 31 December 2023. Royal Decree-Law 8/2023, of 27 December, again extended this limitation until the TUR reviews of 1 April 2024. Amounts paid by last-resort suppliers as a result of this limitation were recovered from the central government budget. In order to allow domestic consumers with centralised boilers to benefit from a regulated tariff, Royal Decree-Law 18/2022 defined a new TUR tariff for communal boilers on a temporary basis until 31 December 2023, which was extended by Royal Decree-Law 8/2023 until 30 June 2024. The flexibility measures introduced for the contracting of gas for industry and self-employed workers were also extended until 30 June 2024. Legislative Royal Decree 4/2024 established the new TUR for communal boilers indefinitely, and extended the existing flexibility measures to 31 December 2024. The tariffs of last resort (TUR) in force during 2025 are those published in the following Resolutions: • Resolution of 26 December 2024 of the Directorate-General for Energy Policy and Mines, publishing the last resort tariff for natural gas to be applied from 1 January 2025. • Resolution of 26 March 2025 of the Directorate-General for Energy Policy and Mines, publishing the last resort tariff for natural gas to be applied from 1 April 2025. • Directorate-General for Energy Policy and Mines Resolution of 26 June 2025 publishing the last resort tariff for natural gas to be applied from 1 April 2025. • Resolution of 26 September 2025 of the Directorate-General for Energy Policy and Mines, publishing the last resort tariff for natural gas to be applied from 1 October 2025. • Resolution of 22 December 2025 of the Directorate-General for Energy Policy and Mines, publishing the last resort tariff for natural gas to be applied from 1 January 2026. 2.1.4.2.2 Organised gas market The organised gas market was set up under Law 8/2015, as subsequently implemented by Royal Decree-Law 984/2015 and other implementing regulations. The organised gas market managed by MIBGAS began operating in December 2015 with a view to extending over the entire Iberian Peninsula, although trading in products with delivery in Portugal did not begin until March 2021. 2.1.4.2.3 Vulnerability Royal Decree-Law 15/2018 introduced a thermal energy subsidy (“bono social térmico”), consisting of a single annual payment as direct assistance in paying for heating, hot water and cooking, to consumers that had availed themselves of the electricity subsidy (“bono social eléctrico”) at 31 December the previous year, irrespective of the fuel they use, or as support for savings actions or improvements in energy efficiency. The amount to be received will depend on the degree of vulnerability and the climate zone. It is funded out of the central government budget. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 175
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In view of the exceptional increase in natural gas prices since 2021, the amount of this aid and the budget allocation have increased and some of the measures adopted during the Covid-19 pandemic have been extended, such as the prohibition on terminating supplies to vulnerable consumers and the flexibility measures for changes in the conditions of access contracts until December 2023 and, under Royal Decree-Law 8/2023, until June 2024. This measure was extended until 31 December 2024 by Royal Decree-Law 4/2024 of 26 June, again, until 31 December 2025, by Royal Decree-Law 1/2025 of 28 January, and again, until 31 December 2026, by Royal Decree-Law 16/2026 of 23 December. In addition, Royal Decree-Law 17/2022 on urgent measures in the energy area reduced VAT from 21% to 5% for all gas consumers until 31 December 2022, and was extended until 31 December 2023 by Royal Decree-Law 20/2022 of 27 December. Royal Decree-Law 8/2023 published on 27 December maintained a reduced VAT rate for all gas consumers during the first quarter of 2024, but raised it to 10%. The VAT on gas was reset to 21% as from 1 April 2024, i.e. restoring the rate that was in force before the aforementioned exceptional measures were introduced. Royal Decree-Law 9/2024, of 23 December, once again extended, until 31 December 2025, the prohibition on cutting gas supplies to vulnerable electricity consumers on grounds of non-payment. 2.2. Regulation of the electricity industry in Spain 2.2.1. Main characteristics of the electricity industry in Spain The Spanish electricity sector is regulated by Law 24/2013 of 26 December and its implementing regulations. The main features of the electricity sector are as follows: • It is an industry in which regulated and non-regulated activities coexist. The regulated activities consist of electricity transmission and distribution (as well as the operation of the system). The non-regulated activities comprise generation and supply of electricity. • The principle of economic and financial sustainability applies to the electricity system and and mismatches due to revenue shortfalls are capped. • Revenues in the electricity industry arise from access tolls and other regulated prices, specific tax measures and, exceptionally, certain items in the central government budget. • In compliance with EU legislation, the supply of electricity in Spain is fully liberalised with all Spanish consumers are free to choose their electricity supplier, although regulated prices are maintained for the lowest volume consumers. The supply activity is carried out by supply companies, including the supply of last resort performed by the reference suppliers. 2.2.2. Regulated activities in the electricity industry The regulated electricity transmission and distribution activities are characterised by the fact that access to them is subject to administrative authorisation, their remuneration is established by regulation, and their performance is subject to a number of specific obligations on the unbundling of activities into separate companies, with an obligation to maintain functional unbundling under separate brands and brand images, as in the case of the natural gas industry. 2.2.2.1. Transmission Electricity transmission links the plants with the distribution networks and specific final customers. The transmission grid is owned mainly by Red Eléctrica de España, although other companies, including Naturgy’s subsidiary UFD Distribución de Electricidad, S.A., own a small proportion of the secondary transmission network. 2.2.2.2. Distribution Electricity distribution includes all activities that bring electricity from the high tension grid to the final consumer. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 176
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2.2.3. Remuneration framework for regulated activities Following the approval of Royal Decree-Law 1/2019, the CNMC was entrusted with approving the remuneration methodologies in the electricity sector which were applicable from 1 January 2020, and establishing the methodology and conditions for access to the electricity system. The CNMC approved the following Circulars defining the transmission and distribution remuneration methods for the period 2020-2025: • Circular 2/2019 of 12 November, which established the method for calculating the remuneration for electricity transmission and distribution activities, based on the WACC method. • CNMC Circular 5/2019 of 5 December, providing the methodology for calculating electricity transmission remuneration. • CNMC Circular 6/2019 of 5 December, providing the methodology for calculating electricity distribution remuneration. • Circular 7/2019 of 5 December, approving the standard installations and the unit reference values for fixed asset operation and maintenance to be used in calculating the remuneration of companies that own electricity transmission installations. • Circular 3/2020 of the CNMC of 15 January establishing the method for calculating electricity transmission and distribution tolls. • CNMC Circular 1/2021 of 20 January establishing the methodology and conditions for access and connection of electricity production facilities to the transmission and distribution networks. • CNMC Circular 1/2024 of 27 September establishing the methodology and conditions for access and connection of electricity demand facilities to the transmission and distribution networks. • CNMC Circular 1/2025, of 28 January, amending Circular 3/2020, updating the methodology for calculating electricity transmission and distribution tolls, with the aim of adapting the toll structure to the new requirements of the electricity system and to criteria of economic sustainability. For its part, the MITECO, by virtue of the distribution of powers established in Royal Decree-Law 1/2019, adopted Royal Decree 148/2021 of 9 March, which established the methodologies for calculating electricity system charges. Additionally, some of the provisions of Royal Decree 1183/2020, of 29 December, on access and connection to electricity transmission and distribution networks, remain in force, the latest update having been published on 6 November 2025. By applying these Circulars, to date the CNMC has published the following resolutions establishing the final remuneration: For companies that own electricity transmission facilities: • Resolution of 27 July 2023, establishing the final remuneration for 2020. • Resolution of 4 April 2024, establishing the final remuneration for 2021. • Resolution of 12 March 2025, establishing the final remuneration for 2022. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 177
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For companies that own electricity distribution facilities: • Resolution of 31 July 2024, establishing the final remuneration for 2020. • Resolution of 17 February 2025, establishing the final remuneration for 2021. • Resolution of 6 November 2025, establishing the final remuneration for 2022. Accordingly, the resolutions establishing the final remuneration for 2023, 2024 and 2025, both for transmission and distribution, in accordance with the approved methodologies, are still pending approval and publication. These resolutions, which will replace those that have been approved on a provisional basis in January each year, are currently at various stages of processing. The CNMC resolutions of 9 January and 10 January 2025 provisionally establishing the remuneration of electricity transmission and distribution companies for 2025 were published in the Official State Gazette (BOE) on 22 January 2025. The CNMC Resolution of 23 January 2026 provisionally establishing the remuneration of electricity distribution companies for 2026, was published in the Official State Gazette (BOE) on 5 February 2026. The electricity system tolls and charges applicable from 1 January 2025 were approved under the following instruments: • CNMC Resolution dated 4 December 2024 establishing the access tolls for the electricity transmission and distribution networks applicable as from 1 January 2025. • CNMC Circular 1/2025, of 28 January 2025, amending Circular 3/2020 of 15 January establishing the method for calculating electricity transmission and distribution tolls. • CNMC Resolution of 6 March 2025, amending the Resolution of 4 December 2024 setting the tolls for access to electricity transmission and distribution networks applicable from 1 January 2025. • Order TED/1487/2024, of 26 December, established the prices of electricity system charges and various regulated costs applicable in 2025. It also approved the distribution of the amounts to be financed relating to the energy subsidy (bono social) and the supply of electricity to consumers referred to in Articles 52.4.j) and 52.4.k) of Law 24/2013 on the Electricity Sector in connection with 2025. Royal Decree-Law 9/2024 of 23 December, extended, until 31 December 2025, the 80% reduction in tolls for electricity-intensive supplies introduced in 2022. However, since it was not ratified by Congress on 22 January, the measure lapsed as at 23 January. Subsequently, the Cabinet approved Royal Decree-Law 7/2025, of 24 June, which re-established this rebate retroactively effect from 23 January. However, this new decree was also repealed when it was not ratified by Parliament on 22 July, meaning that its effects were null and void from that date onwards. In July 2025, the CNMC released for public consultation two proposals for circulars that are of particular importance for the electricity distribution business and for the financial remuneration of regulated activities in the electricity sector: • Proposal for a Circular establishing the methodology for calculating the remuneration of the electricity distribution business: This proposal aims to update the methodological framework applicable to calculating the remuneration for distribution companies for the next regulatory period, 2026-2031. The new methodology maintains the principles of efficiency and sustainability established in Circular 6/2019, but introduces adjustments aimed at reinforcing efficient investment, facilitating the integration of renewable energies, and adapting remuneration to the challenges arising from digitalisation and the energy transition. It also reviews the technical and economic parameters that determine the remuneration base and performance-related incentives. After completing the first phase of public consultation on 7 August, the CNMC opened a second consultation period until 22 October 2025 after incorporating improvements to the financial remuneration rate, as well as recognition of investments in digitalisation, security of supply and birdlife protection. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 178
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• Proposed amendment to Circular 2/2019, regarding the methodology for calculating the Financial Remuneration Rate (FRR): the CNMC proposed a review of the current methodology for calculating the FRR applicable to regulated electricity transmission and distribution activities. In particular, a new methodology for calculating the cost of debt is introduced in order to improve the estimate of funding conditions in the third regulatory period. An update of the regulatory leverage ratio is also proposed, in line with the practices of other European regulators. This phase of public consultation ended on 4 August 2025. Finally, on 22 December 2025, the CNMC approved the following circulars, which come into force on 1 January 2026 and will apply to the 2026-2031 regulatory period: • Circular 8/2025, establishing the methodology for calculating electricity distribution remuneration in Spain for the 2026-2031 regulatory period. The methodology incorporates measures aimed at increasing efficiency, improving quality, reducing losses and promoting electrification. Investment limits are aligned with those set by the government, remunerating audited investments up to 0.13% of GDP. The sustainability mechanism was also redefined, limiting it to investments aimed at meeting the demand set out in the Draft Royal Decree on investment plans for transmission and distribution networks. • Circular 9/2025, amending the methodology established in Circular 2/2019 for calculating the financial remuneration rate for regulated electricity transmission and distribution activities, as well as the regasification, transportation and distribution of natural gas. It also set the financial remuneration rate applicable to electricity transmission, system operation and distribution activities for the period 2026-2031 at 6.58%, an increase of 100 basis points on the previous. Additionally, CNMC Circular 7/2025, of 16 December, modifying the methodology established in Circular 5/2019 for calculating remuneration for electricity transmission activities, was published in December 2025. It also defines the technical and economic parameters applicable to the 2026-2031 regulatory period. The standard facilities and unit reference values for investment and operation and maintenance per fixed asset item, which will apply from 1 January 2026 to all transmission assets in operation and those that come into service thereafter, were approved. 2.2.4. Unregulated activities in the electricity industry 2.2.4.1. Electricity generation 2.2.4.1.1. General Law 24/2013 of 26 December on the Electricity Sector provides that the production of electrical energy is to be subject to the rules of free competition, although the commissioning, modification, temporary closure, transfer and final closure of facilities is subject to prior administrative authorisation. The remuneration for this activity derives from participation in the electricity production market, made up of the forward, daily and intraday markets, unorganised markets and other services related to the security of the electricity system, such as adjustment and balancing services. The Law also provides for the possibility of establishing capacity mechanisms. These mechanisms are governed by provisions establishing an investment incentive. The capacity mechanisms to be implemented must conform to the provisions of Internal Market Regulation 2019/943. Among other requirements, prior to implementation, they must be based on a European coverage analysis, supplemented by a national one. In compliance with this regulation, in November 2023, Red Eléctrica de España published its national coverage analysis as a prerequisite for the processing and authorisation of capacity mechanisms in Spain. On 18 December 2024, MITECO launched a public consultation on the Draft Order proposing the creation of a capacity market in the Spanish mainland electricity system. This consultation concluded on 29 January 2025. In March 2025, the European Commission published a report on capacity mechanisms in the EU and presented proposals to simplify the European assessment methodology so as to facilitate their approval by Member States. During 2025, MITECO continued to review submissions and made progress on the design, in cooperation with the European Commission, to ensure the mechanism's compatibility with European rules on state aid, as required by the Regulation. The final design would mainly comprise the following: Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 179
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• Three types of auctions managed by Red Eléctrica and supervised by the CNMC (main, adjustment and transitional). • Participation in generation, storage and demand, remunerated for contributing stability to the system and reducing emissions, without receiving additional regulated payments. • Payment in pay-as-bid mode, financed by supply companies through a toll set by ministerial order. At the date of authorisation of the 2025 consolidated annual accounts, the Draft Order had not yet been approved or officially published, although it is expected to be published during 2026. MITECO continues to examine the submissions and to refine the wording of the legislation. Coordination with the European Commission continues, particularly with regard to state aid guidelines and the European assessment methodology. In addition, electricity generation is subject to various taxes created by Law 15/2012 of 27 December on fiscal measures for energy sustainability: a 7% tax on the value of electricity production, taxes on the production and storage of nuclear waste, and the water levy. Throughout 2023, the 7% tax on the value of electricity production remained suspended; this measure had initially been adopted in 2021 in response to the exceptional increase in prices in the electricity market. However, in accordance with Royal Decree-Law 8/2023, this tax was reinstated gradually during 2024, returning to the rate of 7% from July of that year. The tax remained fully in force throughout 2025. 2.2.4.1.2. Nuclear plants In relation to nuclear power plants, the 7th General Radioactive Waste Plan. approved on 27 December 2023, entails a significant increase in the estimate of future costs for the temporary management of spent nuclear fuel and radioactive waste. On 26 June 2024, Royal Decree 589/2024, of 25 June, was published in the Official State Gazette (BOE), modifying the fixed unit tariff relating to the non-tax public provision by means of which the service of the Empresa Nacional de Residuos Radiactivos, S.A., S.M.E., (ENRESA), paid for by the licensees of operating nuclear power plants, is funded. Under that Royal Decree, the rate applicable as at 1 July 2024 will be €10.36/MWh (previously €7.98/MWh). Spain currently has five operational nuclear power plants, comprising seven reactors, with a combined installed capacity of 7.4 GW. These facilities account for approximately 20% of Spain's electricity output. In January 2019, the Spanish government reached an agreement with the main electricity companies and the National Radioactive Waste Company (Enresa) to establish a schedule for the gradual closure of nuclear power plants between 2027 and 2035. This agreement provides for shutting down the reactors when they reach between 44 and 46 years of operation, starting with Almaraz I in 2027 and ending with Trillo in 2035. To date, there has been no progress or official announcements on a possible review or extension of this timetable, except for a bill in Congress by the Popular Party to amend the agreed closure timetable and allow plants to continue operating beyond 2035. This initiative was accepted for consideration in June 2025, but its approval will depend on political consensus and the decisions of the companies that own the plants. The companies owning Almaraz I (Iberdrola, Endesa and Naturgy) formally submitted a request to the government to extend the plant's operation until 2030. Subsequently, the government, through MITECO, forwarded this application to the Nuclear Safety Council (CSN) for a technical assessment. On 13 November 2025, the Spanish Congress of Deputies voted on an amendment to the Sustainable Mobility Law introduced by the People's Party, which proposed lifting the definitive closure date for the Almaraz, Ascó and Cofrentes nuclear power plants, allowing them to continue operating beyond the agreed 2029 deadline. This proposal did not pass as it did not obtain an absolute majority of votes. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 180
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As mentioned above, access and connection of generation facilities to electricity grids is regulated by the following provisions: • Royal Decree 1183/2020 of 29 December on access and connection to the electricity transmission and distribution networks. • CNMC Circular 1/2021 of 20 January establishing the methodology and conditions for access and connection of electricity production facilities to the transmission and distribution networks. Following the reorganisation of powers and duties, the CNMC approved Circular 3/2019, of 20 November, which establishes the procedures governing the operation of the wholesale electricity market and system operation management, reflecting the guidelines of EU Regulations 2015/1222, 2016/1719 and 2017/21. Royal Decree-Law 8/2023, of 27 December, introduced changes to the regulation of access and connection to electricity grids in order to promote the orderly incorporation of renewable energy production facilities into the electricity system, as well as orderly access to demand to avoid speculative hoarding. Among others matters, and on an exceptional basis, it extended the deadlines for accreditation of compliance with the administrative milestones of Royal Decree-Law 23/2020. Royal Decree-Law 8/2023 also introduced amendments to the Water Law to promote hydroelectric energy storage based on pumped storage plants, and the adoption of extraordinary measures to correct or mitigate the effects of drought. Finally, Royal Decree-Law 1217/2024, of 3 December, enacted the Regulations on nuclear and radioactive facilities and other activities connected with exposure to ionising radiation. 2.2.4.2 Renewable, high-efficiency cogeneration, and waste-to-power facilities The regulation of renewable cogeneration and waste-to-power facilities and, in particular, their remuneration scheme, is regulated, in accordance with Law 24/2013 on the electricity sector, by these two legal instruments and their implementing regulations: • Royal Decree 413/2014 of 6 June regulating the activity of electricity production from renewable energy sources, cogeneration and waste, which developed the specific remuneration system provided for in Article 14.7 of Law 24/2013 on the Electricity Sector. This specific remuneration scheme is based on obtaining a reasonable return for standard facilities and comprises a term per unit of installed capacity (remuneration for the investment, Rinv) which covers any investment costs for each standard facility that cannot be recovered through the sale of energy on the market and, where appropriate, a term per unit of energy generated (remuneration for operation, Ro) covering the difference between the operating costs and market revenues of that standard facility, which is of particular importance for facilities with operating costs that depend essentially on fuel prices (as is the case, among others, for cogeneration, biomass and waste-to-energy plants). • RD 960/2020 of 3 November regulating a new economic scheme for renewable energies for electricity production facilities, issued under Royal Decree-Law 23/2020, as an alternative remuneration framework to the specific remuneration system, based on the long-term recognition of an energy price and granted by means of an auction mechanism. Under Royal Decree-Law 8/2023 of 27 December, non-financial awarding criteria may be included in auctions, which hitherto had not been allowed. On 28 June 2023, Royal Decree-Law 5/2023 was approved, adopting and extending certain measures in response to the economic and social consequences of the war in Ukraine, of which the following measures in relation to renewable energies and cogeneration should be highlighted: • The deadline for accreditation of obtaining construction authorisation for projects at the preparatory stage was extended by 6 months; and • The electricity market price references to be taken into account when updating the remuneration parameters of RECORE (renewable, cogeneration and waste) facilities for the 2023-2025 half-period, as well as fuel prices to be taken into account when updating operating remuneration for the first and second half of 2023, were adjusted on an exceptional basis. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 181
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In accordance with this Royal Decree-Law, Order TED/741/2023 was adopted, updating the remuneration parameters for standard installations applicable to certain electricity production facilities using renewable energy sources, cogeneration and waste, for the purposes of application to the 2023-2025 regulatory half-period; it also established the remuneration in the first half of 2023 for the operation of facilities whose operating costs depend essentially on the price of fuel. This Order remained in force in 2025, with no new updates having been published. At the same time, procedures were initiated in 2025 to define the remuneration parameters for the next regulatory period (2026-2031). In this context, in July 2025, the CNMC released two draft circulars for public consultation: • A new methodology for calculating remuneration for electricity distribution activities, which will serve as the basis for the next regulatory period. • An amendment to Circular 2/2019 on the methodology for calculating the Financial Remuneration Rate (TRF), with the aim of updating the cost of debt and the regulatory leverage ratio. Both proposals completed their public information phases in the second half of 2025 and, on 27 January 2026, Order TED/53/2026 of 27 January was published, updating the remuneration parameters applicable in the 2026-2031 regulatory period. Royal Decree-Law 5/2023 also provided for the inclusion in the Electricity Sector Law of the basic regulations governing Citizen Energy Communities and Renewable Energy Communities, in accordance with the provisions of EU Directives. Royal Decree-Law 8/2023 of 27 December again extended the deadlines for accreditation of having obtained administrative authorisation for construction and operation, and determined the estimated prices to be applied in updating the remuneration for operations in the first half of 2024. On 4 June 2024, the Official State Gazette published Order TED/526/2024, of 31 May 2024, which established the methodology for updating the operating remuneration of electricity generation facilities whose operating costs depend essentially on the price of fuel and updates their operating remuneration values, applicable as from 1 January 2024. This order was issued in compliance with the mandate established in RDL 6/2022 and repeals Order IET/13445/2015 of 2 July. With the new methodology, the remuneration for the operation of cogeneration and waste treatment facilities will now be updated every quarter instead of every six months. By application of this Order TED 526/2024, the Resolutions of 27 June and 27 September 2024 of the Secretary of State for Energy, updating the values of the remuneration for operation for the third and fourth quarters of 2024, and the Resolutions of 26 December 2024, 8 April 2025, 3 July 2025 and 2 October 2025, which updated the values of the remuneration for operation for the first, second, third and fourth quarters of 2025, were published. In addition, Royal Decree 662/2024, published in the Official State Gazette on 1 August 2024, established the regime governing the installation of floating photovoltaic plants in reservoirs located in the public water domain in river basins managed by the Central Government. Royal Decree 962/2024 of 24 September 2024 regulated the production of electricity from renewable sources in facilities located at sea. Subsequently, Royal Decree 7/2025, published on 25 June 2025, introduced additional measures affecting both floating photovoltaic plants and marine renewables to strengthen their integration into the electricity system and facilitate their development. In October 2025, the CNMC approved a resolution modifying certain aspects of Royal Decree 413/2014 with the aim of ensuring greater visibility for renewable energies in electricity market prices. This resolution adjusted the regulations applicable to renewable, cogeneration and waste-to-power facilities to improve transparency in price formation and strengthen the economic signals to market agents. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 182
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2.2.4.3. Supply 2.2.4.3.1. General The Supply business is fully deregulated and customers are free to choose their supplier. As a deregulated activity, Supply is remunerated at a price freely agreed by the parties. However, consumers with power equal to or less than 10 kW may opt to use the open market or continue consuming under a regulated price (PVPC). A series of successive enactments have established the basis for setting the PVPC. In particular, Royal Decree 216/2014 provides that, in any case, the PVPC must include all supply costs in an additive manner, including energy production costs, access tolls and supply costs. Royal Decree 446/2023 was published in the Official State Gazette on 15 June 2023, amending Royal Decree 216/2014 on the methodology for calculating the PVPC to allow the indexation of the PVPC to forward signals, reducing its volatility. References from the forward markets were therefore gradually incorporated into the calculation of the production cost to be included in the PVPC from 1 January 2024, reducing its indexation to the daily and intraday market, in order to increase its stability. This Royal Decree included a new billing term in the PVPC that includes the cost of financing the energy subsidy that has been borne by supply companies since the entry into force of Royal Decree-Law 6/2022. With the aim of also taking steps in relation to demand in the wholesale market, Royal Decree-Law 17/2022 on urgent measures in the energy area introduced an active demand response service managed by the System Operator through annual auctions, the first of which was held in October 2022, for the service to be provided between 1 November 2022, and 31 October 2023. On 4 December 2023, the second annual auction was held for the period 1 January 2024 to 31 October 2024. The third auction, held on 14 November 2024, covered the period from 1 January to 31 December 2025. In addition, Royal Decree-Law 18/2022 extended the flexibility measures relating to electricity contracting for companies and the self-employed under certain conditions until 31 December 2023, and these measures were again extended until 30 June 2024 under Royal Decree-Law 8/2023 of 27 December. Royal Decree-Law 4/2024 of 26 June 2024 further extended these measures to 31 December 2024. Royal Decree 7/2025 (referred to above) also extended these measures until 30 June 2025. Naturgy also has power purchase agreements (PPAs) in Spain with industrial groups that establish a stable supply of electricity to meet their long-term needs. The term of these contracts is normally ten years, with a volume and price determined at the time of signature. The energy supplied is wholly or partly from renewable sources and, therefore, also includes the sale of certificates of origin for the energy supplied. Under these contracts, there is a physical delivery of electricity to the buyer in accordance with their purchase requirements, so they qualify for the "own use" exception under IFRS 9, and revenue is accrued as the electricity is delivered. 2.2.4.3.2. Guarantees of origin The Group's supply companies enter into agreements with some of their customers for the supply of green-certified electricity and gas. There are two routes for certifying the origin of electricity consumed by a customer. First, through redemption of Guarantees of Origin assigned directly by the supplier to the customer's consumption, as identified by their CUPS (Spanish ‘Universal Supply Point Code’). Secondly, through sale by a supplier labelled as green, where the CNMC certifies the renewable origin of all the energy sold by that supplier. At Naturgy, Guarantee of Origin certificates for renewable energy sources are mainly generated by the Group's renewable energy facilities. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 183
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The Group's renewable generation facilities initially request the CNMC to issue the Guarantee of Origin certificate which, once certified, is transferred to the Group's supply company, which then proceeds to redeem the Guarantees of Origin assigned to customers by certifying consumption at their point of supply (CUPS), or by certifying the energy sold by the Group's green supplier. For gas, the source of biomethane consumed by customers is certified by redeeming Guarantees of Origin for each point of consumption, in a similar way to electricity. The certificates of origin for the gas are issued by Enagás. 2.2.4.3.3. Vulnerability Vulnerable consumers of electricity can avail themselves of an energy subsidy ("bono social") that is regulated in Article 45 of Law 24/2013 and Royal Decree 897/2017, which regulated the definition of vulnerable consumers, the energy subsidy and other forms of protection for residential consumers of electricity. The subsidy consists of a discount of 25% on the electricity bill for vulnerable consumers and of 40% for very vulnerable consumers, subject to a cap on the amount of electricity consumed; both subsidies are means-tested on the basis of the household's total income and number of children. The regulations also establish special conditions for consumers at risk of social exclusion. For beneficiaries of the energy subsidy, a minimum vital supply measure establishes a prohibition on cutting off the service for non-payment for six months in addition to the existing four months, and a maximum capacity is guaranteed. In 2021, in view of the exceptional price rises, these discounts were extended until 31 December 2023 and, under Royal Decree-Law 8/2023 of 27 December, they were extended again until 30 June 2024, standing at 65% for the vulnerable and 80% for the severely vulnerable. The consumption limits qualifying for the energy subsidy were extended, as was the category of consumers entitled to the energy subsidy and the new temporary social justice category with a 40% discount, effective to 30 June 2024. Royal Decree-Law 4/2024, of 26 June, published in the Official State Gazette on 28 July, extended the higher discounts of 65% and 80% for the electricity subsidy, which will taper down to permanent values by 1 July 2025 of 35% for vulnerable consumers and 50% for severely vulnerable consumers. These values are still higher than those in force before the crisis measures. However, Royal Decree-Law 9/2024 postponed the target date for reaching the 35% and 50% discounts to 31 December 2025. However, Royal Decree-Law 9/2024 was repealed in January 2025 after failing to be ratified by Parliament, with the result that it was not possible to defer the application of the definitive discounts until 31 December 2025. Subsequently, Royal Decree-Law 1/2025, approved by the Cabinet in January, reinstated the extension of the enhanced discounts until 31 December 2025, maintained the exceptional nature of the measure and set the following timetable: from January to June 2025, discounts of 50% for vulnerable consumers and 65% for severely vulnerable consumers. From July to December 2025, discounts of 42.5% for vulnerable consumers and 57.5% for severely vulnerable consumers, and, from January 2026 onwards, a discount of 35% for vulnerable consumers and 50% for severely vulnerable consumers is planned. However, Royal Decree-Law 16/2025, of 23 December, once again extended the enhanced discounts on the electricity subsidy (bono social eléctrico) until 31 December 2026, meaning that the final discounts of 35% for vulnerable consumers and 50% for severely vulnerable consumers will come into effect on 1 January 2027. Since the enactment of Royal Decree-Law 6/2022, the energy subsidy has been funded by all parties in the electricity system (generators, carriers, distributors, suppliers and direct consumers in the market). The CNMC is entrusted with calculating the distribution each year and the Ministry is responsible for approving, by Order, the unit values to be applied each year by each player in each activity. Royal Decree-Law 8/2023, of 27 December, adopted the distribution of sums to be funded for the energy subsidy for 2024. For 2025, the distribution of the amounts to be financed in relation to the energy subsidy was approved by Order TED/1487/2024, of 26 December, published in the Official State Gazette (BOE) on 28 December 2024. During 2025, the CNMC detected that the unit values that had been approved did not fully cover actual needs, resulting in a 20% shortfall. Consequently, it was proposed to review the unit values to compensate for the discrepancy in the outstanding settlements for the year. The CNMC submitted a proposal to MITECO to revise the unit values in order to correct the discrepancy detected in the 2025 settlements. This revision was set out in Order TED/1524/2025, of 23 December, published in the Official State Gazette (BOE) on 27 December 2025, approving the distribution of the amounts to be financed in relation to the energy subsidy for 2026. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 184
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Royal Decree-Law 11/2022, subsequently extended by Royal Decree-Law 20/2022, maintained a reduced VAT rate of 5% until 31 December 2023 for electricity supply to households with contracted capacity ≤10 kW, provided that the average price on the wholesale market in the previous month exceeded €45/MWh and, in any case, for consumers receiving the energy subsidy. Royal Decree-Law 8/2023, of 27 December, raised this reduced rate to 10% from 1 January to 31 December 2024. From 1 January 2025, the standard rate of 21% will be reinstated for these consumers and all others. The Special Tax on Electricity went from a reduced rate of 0.5% on 31 December 2023 to: 2.5% between 1 January and 31 March 2024, and 3.8% from 1 April to 30 June, returning to the standard rate of 5.11% from 1 July 2024. Furthermore, in accordance with Royal Decree-Law 8/2023, the prohibition on cutting off supply to vulnerable consumers in the event of non-payment remained in force until 30 June 2024. Royal Decree-Law 4/2024, of 26 June 2024, further extended this measure to 31 December 2024. Subsequently, Royal Decree-Law 9/2024 extended it to 31 December 2025. 2.2.4.3.4. Blackout in the Spanish mainland electricity system (“apagón”) On 28 April 2025, there was a blackout in the Spanish mainland electricity system that resulted in the declaration of an electricity crisis and the implementation of the emergency and system restoration procedure. Spain's National Security Council resolved to create, within the Central Government, a committee to analyse the circumstances of the electricity crisis and draw conclusions. On 17 June 2025, the government presented its findings, stating that the origin of the blackout was multifactorial. On 24 June 2025, Spain's Cabinet approved Royal Decree-Law 7/2025, of 25 June 2025, on urgent measures to strengthen the electricity system. This Royal Decree incorporates several measures that are structured in three large blocks aimed at: strengthening the resilience of the electricity system, promoting storage and flexibility, and driving the electrification of industry, mobility and air conditioning. However, the Royal Decree-Law was repealed by Parliament on 22 July 2025, and it was therefore null and void from that date. MITECO has begun developing a new supplementary Royal Decree that elaborates upon technical aspects of Royal Decree-Law 7/2025, including proposals to strengthen system supervision, improve voltage control, and promote storage at existing renewable facilities. On 20 October 2025, the CNMC approved the temporary amendment of operating procedures P.O.3.1, P.O.3.2 and P.O.7.2 with the aim of strengthening security of supply in the event of sudden changes in voltage. These measures were initially valid for 30 days, with the possibility of extensions of up to three months, and were continuously monitored by the CNMC. Subsequently, the Cabinet approved Royal Decree 997/2025 of November 2025, establishing urgent measures to strengthen the resilience, robustness and stability of the Spanish electricity system. This Royal Decree introduces a set of structural provisions aimed at: • Strengthening the electrical system's ability to respond to sudden voltage and frequency perturbations. • Strengthening coordination between Red Eléctrica de España (REE), the CNMC and MITECO in managing critical situations. • Promoting the integration of flexibility resources (storage, demand flexibility and firm renewable generation) into operating procedures. • Establishing transitional support mechanisms to ensure supply stability in scenarios of high renewable penetration. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 185
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In December 2025, upon conclusion of the period of application and monitoring of the temporary measures approved in October, the CNMC initiated a process of public consultation and information for the proposal to amend operating procedures P.O. 3.1, P.O. 3.2 and P.O. 7.2, with the aim of permanently incorporating into the regulatory framework those measures considered necessary to stabilise the voltage in the Spanish mainland electricity system, by gradually replacing the transitional regime with a permanent regulation. The process culminated with the approval of the Resolution of 19 January 2026, published in the Official State Gazette (BOE) on 20 January 2026, whereby the CNMC definitively amended operating procedures P.O. 3.1, P.O. 3.2 and P.O. 7.2 to strengthen the system operator's capacity to manage sudden voltage fluctuations and ensure stability in the electricity supply on the mainland. This Royal Decree, together with the subsequent implementing regulations issued by the CNMC in December 2025 and the approval of the final resolution in January 2026, provide a more robust, permanent regulatory framework for the temporary measures approved in October, ensuring that the Spanish electricity system can more robustly address the challenges arising from the energy transition and the growing electrification of the economy, particularly in terms of stability and voltage control. 2.2.4.4. Energy efficiency Spanish Law 18/2014 established a national system of energy efficiency obligations under which an annual energy saving quota (saving obligation) is assigned to gas and electricity supply companies, oil product wholesalers and liquefied petroleum gas wholesalers. Royal Decree-Law 23/2020 extended the validity of this national system until 2030. Liable parties fulfil this obligation through a monetary contribution to the National Energy Efficiency Fund (FNEE). On 26 January 2023, Royal Decree 36/2023 of 24 January was published, establishing a scheme of Energy Savings Certificates (CAE) as an alternative mechanism to the financial contribution to the National Energy Efficiency Fund (FNEE). The implementing regulations for its effective application were subsequently released, envisaging it as a voluntary and alternative measure, either in whole or in part. Each year, each liable party's obligations to make contributions to the National Energy Efficiency Fund are established by a ministerial order. On 23 March 2024, Spain's Official State Gazette (BOE) published Order TED/268/2024 of 20 March, which establishes new energy-saving obligations, details compliance measures via Energy Saving Certificates, and sets the minimum required contributions to the National Energy Efficiency Fund for 2024. Order TED/197/2025, of 26 February, published in the Official State Gazette (BOE) on 4 March 2025, established the conditions for 2025, and was partly amended by Order TED/243/2025 of 14 March 2025. 2.3. Other regulations in Spain 2.3.1. Energy tax (“Gravamen energético”) Law 38/2022, of 27 December, published on 28 December 2022, created a temporary energy tax of 1.2% on revenue for 2022 and 2023 (the calendar years prior to those in which the payment obligation arises: 2023 and 2024) of the main operators in the energy sectors. Subsequently, Royal Decree-Law 8/2023 of 27 December extended this tax throughout 2024. However, Law 7/2024 of 20 December was amended in its passage through Parliament: a final provision was added repealing Article 1 of Law 38/2022, which constitutes a de facto repeal of the Temporary Energy Tax and rules out the possibility that it may be extended to 2025 via a Royal Decree-Law. In response to this repeal, the subsequent meeting of the Spanish Cabinet on 23 December 2024 adopted Royal Decree-Law 10/2024, of 23 December, which re-imposed the Temporary Energy Tax for 2025, on the basis of net sales in 2024. The Plenary Session of the Congress of Deputies on 22 January 2025 did not ratify Royal Decree Law 10/2024, of 23 December, which consequently lapsed, meaning that no amount accrued in 2025 under the Temporary Energy Tax. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 186
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2.3.2. National Energy and Climate Plan (PNIEC) 2023-2030 In September 2024, the final version of the PNIEC 2023-2030 was approved in the Official State Gazette (BOE); it updates the European targets, the published roadmaps and the progress made since the publication of the PNIEC 2021-2030. Key highlights include a rise in renewable energy use within the transport sector, the retention of the 2030 target for installed renewable capacity, and a 20 GWh biomethane target. The investment required to meet these goals increased to Euros 308 billion, up from Euros 294 billion in the previous iteration of the plan. Conversely, the energy efficiency target was reduced, with primary energy efficiency falling from 42% to 39.5% and final energy efficiency declining from 44% to 43%, relative to 2007 levels. In addition, the regulation envisages use of the full installed capacity of the combined cycle gas turbines as a back-up for the other technologies. On 28 May 2025, the European Commission published its assessment of Spain's National Energy and Climate Plan (PNIEC) 2023-2030, evaluating the country's commitment to the European Union's energy and climate objectives. In its analysis, the Commission recognised the progress made and highlighted key areas where Spain has opportunities to strengthen its leadership in the energy transition. The Commission identified areas with potential for improvement, such as reducing emissions in the LULUCF sector (Land Use, Land-Use Change, and Forestry), increasing the level of energy interconnection, and strengthening energy efficiency measures to reach European targets. 2.3.3. Emission allowances The Group currently engages in two types of activities that are regulated under the European Emissions Trading System (ETS): • Maritime transportation: incorporated into the EU ETS in 2024. During 2025, emission rights equivalent to 40% of the emissions generated in European waters in 2024 were allocated. Allowances for 70% of emissions in 2025 must be delivered in 2026, and allowances for 100% of emissions generated in 2026 must be delivered in 2027. • Energy sector: applicable to all the Naturgy Group's combined cycle plants in Spain, as well as to the cogeneration plant in Almazán, as the installed thermal capacity exceeds 20 MW. The Almazán cogeneration plant is the only Group facility that continues to receive emission allowances free of charge, since it produces useful heat for industrial processes. In 2025, the allocation of emission allowances free of charge under the European Union Emissions Trading Scheme (ETS) was updated by Implementing Regulation (EU) 2025/772, published in April. That Regulation introduced adjustments to the allocation criteria based on variations in facilities' activity, established that the annual report must include data from previous years, and set minimum thresholds for applying adjustments. It also regulates the suspension and possible reinstatement of rights in the event of failure to meet the requirements, and requires the regular submission of verified reports for facilities with climate neutrality plans. These new features seek to improve the accuracy, transparency and effectiveness of the system of allocation free of charge. 3. Regulation of the gas industry in Latin America 3.1. Main characteristics of the natural gas industry in Latin America In all these countries, gas industry regulations are well-established and stable, and are implemented and administered by independent regulators. • This is an industry in which regulated and unregulated activities coexist: – Regulated activities: natural gas transport, distribution and supply to customers at regulated tariffs. – Unregulated activities: natural gas production, procurement and supply to unregulated customers by supply companies. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 187
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• The principle that the regulated activities must be economically and financially sustainability is reflected in periodic tariff updates to adjust for inflation and fluctuations in natural gas prices, and regulatory periods of 4 or 5 years in which Comprehensive Tariff Reviews are conducted in order to define the maximum tariffs for the entire tariff period. These tariffs must be approved by the regulatory body in each country, except in the case of Chile, where the distribution company is free to set its own tariffs, although the return on investment is capped. • The degree of regulation of the supply of natural gas to customers in the open market varies in each country. Markets are currently being opened up to a greater number of customers, depending on the range of consumption, and access to the transmission grids is being liberalised. In all countries where Naturgy operates in the distribution area, supply to the residential market continues to be a regulated activity carried out by the distribution company. • As the supply of natural gas to regulated tariff customers is the responsibility of the distribution companies, they must conclude procurement contracts with various supply companies in order to obtain natural gas under appropriate conditions (volumes and flexibility) for supplying these customers. 3.1.2. Regulated activities in the natural gas industry in Latin America Regulated activities in the countries where Naturgy is present (Mexico, Brazil, Argentina and Chile) share significant similarities: distribution is based on a concession regime regulated by various laws and concession agreements in each of the countries, which specify, inter alia, service characteristics, the scope of the regulated market, the return on investment and how the tariff regime is to be updated. 3.1.2.1. Transmission This consists of transporting natural gas from entry points (LNG plants, well-heads, international pipeline entries) to the distribution companies’ delivery points (city gates). The transportation networks are owned by transport companies. Naturgy does not engage in this activity to any significant extent in any of these countries. 3.1.2.2. Distribution Natural gas is transported from the very high pressure transport grid to the final consumer through the high, medium and low pressure distribution grid. The distribution activity is based on a system of fixed-term concession agreements which may be extended and which do not entail exclusive rights of use (there is generally no exclusivity in the concession areas). Distribution companies’ activities are restricted to expanding and managing distribution networks and supplying natural gas to non-deregulated customers or deregulated customers that choose to be supplied by the distribution company. Revenues from the distribution activity are obtained via tolls (distribution tariff) paid by all regulated market and open market customers connected to the distribution network. The main characteristics of the regulated natural gas distribution activities are i) the need for a concession agreement, ii) the conclusion of a natural gas supply contract between the distributor and a supply company for supplying the distributor's regulated tariff customers, iii) validation by the regulator of this supply contract, and iv) access to the transportation network Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 188
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3.1.3. Economic regime applicable to regulated activities in Latin America 3.1.3.1. Distribution in Brazil, Mexico and Argentina In these countries the regulatory model is based on a price cap, where the regulator sets the maximum tariffs for the following 5-year regulatory period (Ordinary or Integrated Tariff Review). These maximum tariffs are based on economic sufficiency to adequately remunerate all costs, capital and operating expenses which distribution companies are required to incur in order to carry out the activities included in the concession agreement. The calculation of these revenues is based on the projection of the investment plan, operating expenses, asset base, and depreciation for the 5-year tariff period. The rate of return at which the assets are remunerated is also calculated. The calculated rate of return is a real rate, net of the inflation rate forecast for the tariff period. Tariffs are updated at different intervals in each country to adjust for the effect of inflation and variations in natural gas prices. 3.1.3.2. Distribution Chile In Chile, the regulatory model is based on the revenue cap system in which the distribution company is free to set tariffs. Each year, the regulator verifies the return obtained by the distribution company to ensure that it is below a specified limit (which varies based on asset age). The rate of return consists of the discount rate that matches the present value of the flows associated with the distribution business margin (sales revenue less operating costs) with the value of the assets. In the event that the return exceeds the established rate, the law requires the regulator to set mandatory tariffs for low consumption customers. The asset base is appraised every 4 years using the replacement cost method. The cap on the rate of return is calculated each year, also using a real rate, and, therefore, the asset base is updated for inflation and the tariffs set by the distribution company may take this inflation adjustment into account. 3.1.4 Regulatory situation of natural gas distribution companies in Latin America 3.1.4.1. Brazil There are three different concessions in Brazil, two in the state of Rio de Janeiro (CEG and CEG RIO) and a third in the state of São Paulo (SPS). Regulation in Brazil is based on a price cap model in which the regulator sets maximum tariffs with a gas price pass-through. 3.1.4.1.1. CEG and CEG RIO On 27 December 2023, the Rio de Janeiro State Energy and Basic Sanitation Regulatory Agency (AGENERSA) approved the new gas distribution tariffs for CEG, S.A. (CEG) and CEG RIO, S.A. (CEG RIO), which included negative adjustments due to the variation in the price of natural gas and the IGP-M index (-3.46%), effective as at 1 January 2024. On 14 November 2024, AGENERSA validated an agreement between concession holders and the conceding authority (the State of Rio de Janeiro) in relation to the 4th tariff review (2018-2022 tariff period). Under the agreement, CEG's margin increased by +6.15% (to be collected via flows) and that of CEG RIO decreased by -29.33% (to be offset via additional capital expenditure), but this will not apply until the next tariff cycle, i.e., until the 5th tariff review (RTI) is approved. On 1 January 2025, the new tariffs for CEG and CEG RIO came into effect, with adjustments in line with the annual inflation index of IGP-M (+6.33%) according to Resolutions 4840 and 4841/2024, of 23 December 2024. Following the agreement reached in connection with the 4th Integrated Tariff Review (ITR), negotiations resumed for the 5th ITR (period 2023-2027), which is currently in the phase of analysing the remuneration rate and asset base. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 189
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CEG's and CEG Rio's concessions run until 2027. These contracts, originally signed in 1997 for a period of 30 years, can be extended for an additional 30 years subject to legal and regulatory requirements. Naturgy formally applied for an extension in 2024. AGENERSA is evaluating the technical, financial and operational documentation that was submitted and a final decision is expected in the coming months. Furthermore, as part of the liberalisation of the natural gas market, which began in 2020, a regulatory framework has been published for the State of Rio de Janeiro that governs relations between deregulated customers and distribution companies. In addition to combined cycle power plants, five industrial customers currently have access to the free market, making a total of eleven companies (combined cycle plants plus industrial customers). This regulatory framework for the liberalisation of the natural gas market has set a distribution margin for deregulated customers, with a 1.9% reduction in the tariff, and allows access to the free market to customers that consume more than 10,000 m³/day. In February 2026, the Government of the State of Rio de Janeiro announced that it had chosen to initiate a bidding process for the concession of piped gas distribution managed by the Ceg and Ceg Rio group entities, whose initial period expires in 2027, estimating a duration of 12 months for said process. 3.1.4.1.2. Gas Natural Sao Paulo Sur, S.A. (SPS) On 26 May 2023, the Utilities Regulator of the State of São Paulo (ARSESP), under Resolution No. 1.410/23, approved a tariff update of the annual readjustment of SPS margins by the inflation rate of -2.21% for the period 1 June 2023 to 31 May 2024. In April 2024, ARSESP approved the Sao Paulo Financial Remuneration Rate for the following regulatory period (1 June 2024 to 31 May 2025). The approved rate was 7.88%. Gas Natural Sao Paulo Sur, S.A. deemed this to be an insufficient return on investment and lodged an appeal. On 27 May 2024, ARSESP, under Resolution No. 1.522/24, approved the tariff update of the annual readjustment of SPS margins by the inflation rate of -3.09% for the period 1 June 2024 to 30 May 2025. On 29 May 2025, ARSESP, under Resolution No. 1.689/25, approved the tariff update of the annual readjustment of SPS margins by the inflation rate of 8.46% for the period from 31 May 2025 to 31 May 2026. SPS would have been due for a five-yearly review at the end of May 2025 but the regulator postponed the initial RTI timetable in April 2025 and it was still undefined as at 31 December 2025. Naturgy is currently engaging with the licensing authority to renew the concession, which expires in May 2030. The application for a further 20-year extension was submitted in November 2024, and the granting authority is required to rule on the application before December 2028. As for the unregulated market, the regulatory framework does not set any minimum limits for migration, and the first migrations took place in 2025. The distributor currently has four deregulated customers, all in the industrial sector. 3.1.4.2. Mexico On 20 December 2024, a decree was published in the Official Gazette of the Federation (DOF) reforming, adding and repealing various provisions of the Political Constitution of the United Mexican States with the aim of streamlining organisational structure. To that same end, a decree was published in the Official Gazette of the Federation (DOF) on 18 March 2025, coming into force on 19 March, enacting the National Energy Commission Law (LCNE), which merged the Energy Regulatory Commission (CRE) and the National Hydrocarbons Commission (CNH) into a single body: the National Energy Commission (CNE). From that date, the CNE assumed the functions of tariff supervision and regulation. Also, a decree was published on 18 March 2025, coming into force on 19 March 2025, enacting the Hydrocarbons Sector Law (LSH) and repealing the previous Hydrocarbons Law, granting the National Energy Secretariat (SENER) greater planning and supervisory powers. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 190
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The tariffs for the Monterrey, Bajío, Saltillo, Mexico City, Toluca, and Nuevo Laredo concessions are valid until 31 December 2025. The tariffs for all of them were appealed, and partial favourable rulings have already been issued for all of them, although they are not yet final and may still be appealed. For the Tabasco, Campeche and Mérida distribution areas, the tariff period ended in December 2023. For Península it ended in June 2024. The business plans for Tabasco, Campeche and Mérida were filed on 4 December 2023, while the business plan for Península was filed in April 2024. The regulator has not yet issued the relevant resolutions. However, the concessions in these areas have not yet started operations, as there is no gas available at the sites. The CNE has begun to issue resolutions and permits relating to maximum tariffs, although there is still some administrative delay. On 22 October 2025, the regulatory inflation tariff updates for 2024, which were approved by the previous CRE, were published and came into effect for the following concessions: Bajío, Saltillo, Mexico City, Toluca and Nuevo Laredo. In the case of the Monterrey tariffs, the inflation adjustment for 2024 was published on 1 June 2025 and has been applied since then. Initiation of the tariff review process for the next five-year period (Q6, 2026-2030) was suspended until the approval of the Regulations under the Hydrocarbons Sector Laws, which were to be approved by 18 September 2025. While waiting for the clock to restart, and in order to comply with the dates of the regulations in force at the time, the Q6 tariff cases were submitted for the Monterrey, Nuevo Laredo, Saltillo, Toluca, Mexico City, and Bajío concessions on 30 June 2025. Those regulations were finally approved and published on 3 October 2025, formally initiating the five- year tariff review process, which is expected to be approved during the first half of 2026. 3.1.4.3. Argentina The company has two gas distribution concessions in Argentina: Naturgy BAN, S.A. (Naturgy BAN, which covers part of the province of Buenos Aires) and Naturgy NOA, S.A. (Naturgy NOA, covering the provinces of Tucumán, Salta, Jujuy and Santiago del Estero). Argentina’s regulatory framework, which is very similar to those in Mexico and Brazil, uses a price cap model: maximum tariffs are set by the regulator, ENARGAS, with gas costs passed through to consumers. On 16 December 2023, Necessity and Urgency Decree (DNU) 55/2023 was published in the Argentinian Official Gazette, declaring a state of emergency in the domestic energy sector for 2024. The decree grants the Secretariat of Energy a power to establish tariff mechanisms aimed at maintaining real revenue levels and addressing investment requirements to ensure uninterrupted service provision. The deadline for approving tariffs under the integrated tariff review for natural gas distribution companies was set for 31 December 2024. During this period, ENARGAS may determine transitory tariff adjustments and periodic adjustments on account of the tariff tables of the tariff review. DNU 1023/24, of 20 November 2024, extended the National Energy Sector Emergency until 9 July 2025; DNU 370/2025, of 30 May 2025, subsequently extended it again until 9 July 2026. This DNU also maintains the regulatory bodies (ENRE and ENARGAS) until the new unified regulatory body provided for in the Law of Bases and Starting Points for the Freedom of Argentines is created. On 27 December 2023, the President of Argentina sent to Congress a Bill entitled "Bases and Starting Points for the Freedom of Argentines”, which declares a public emergency in economic, financial, fiscal, social, health, security, defence, tariff and energy matters until 31 December 2025 and provides the following in relation to natural gas distribution: • Amendment to Law 24076 raising the period for the extension of licences from 10 to 20 years without altering the procedure and the deadline for exercising this right. • Merger of the Gas and Electricity Regulators. • Creation, modification, transformation and/or elimination of energy sector trust funds created by law, including those earmarked for subsidies, reviewing their origin and destination. On 26 March 2024, Transitional Tariff Adjustment Agreements (AATT) were signed between Argentina's Executive Branch and the gas distributors, which allowed for the regularisation of tariff levels and the initiation of a five-year tariff review in accordance with the provisions of the aforementioned DNU 55/2023. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 191
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The AATT made it possible to: (i) apply a tariff increase, starting in April 2024, of approximately 435% for BAN and 498% for NOA; (ii) set a monthly adjustment roadmap for these tariffs; (iii) establish a commitment to invest over a nine-month period until December 2024; and (iv) continue with the five-year tariff review process. Subsequently, as a result of macroeconomic developments in Argentina and with the aim of consolidating the ongoing disinflation process, the Government decided to postpone the monthly tariff adjustments provided for in the Tariff Adjustment Agreements (AATT), which were scheduled to begin on 1 May 2024. The monthly tariff updates resumed in August 2024, and distribution tariffs have been increased each month since then in order to preserve the real value of prices and tariffs in the sector. In August, ENARGAS released the methodology for the tariff review outlined in Article 3 of Necessity and Urgency Decree No. 55/2023. However, Necessity and Urgency Decree No. 1023/24, issued on 20 November 2024, extended the state of emergency in the domestic energy industry until 9 July 2025. Article 3 of the decree specified that the tariff charts resulting from the ongoing tariff review must take effect no later than 9 July 2025. As a continuation of the tariff review process for the 2025-2029 period, which commenced in August 2024, on 13 January 2025, by means of Resolution 2025-16, ENARGAS announced Public Hearing No. 106, scheduled for 6 February 2025, with the purpose of submitting for consideration: a) a five-yearly review of gas transport and distribution tariffs; b) methodology for the periodic adjustment of gas transport and distribution tariffs; c) modification of the Distribution Service Regulations in relation to the items linked to the power to cut off service for non-payment. As a result of this consultation, in April 2025 ENARGAS published Resolutions 263/2025 and 264/2025 approving the Five-Year Tariff Review (2025-2029) and the Tariff Schedules corresponding to Naturgy BAN and Naturgy NOA, respectively; these entail a tariff increase of 14.92% for Naturgy BAN and 2.57% for Naturgy NOA, which will be applied in 31 monthly instalments as from 1 May 2025. On 5 June 2025, the Energy Secretariat issued Resolution 241/2025 establishing the monthly adjustment of tariffs in accordance with the variation of the indices established by ENARGAS in the Five-Year Tariff Review. Subsequently, on 6 June 2025, ENARGAS published Resolutions 367/2025 and 366/2025 approving the methodology for the periodic adjustment of tariffs corresponding to Naturgy BAN and Naturgy NOA, respectively. On 1 July 2025, ENARGAS approved the new tariff sheets for Naturgy BAN and Naturgy NOA with Resolutions 432 and 433/2025, respectively. Tariff table updates were approved each month during the second half of 2025 in accordance with the roadmap defined in the Five-Year Tariff Review (RQT) and the approved update formula. In September 2025, along with the approval of the tariff tables, ENARGAS corrected material errors in the determination of the Revenue Requirement and recognised the amounts not received due to the delay in the publication of the tariff tables for June 2025. As a result, the increases under the Five-Year Tariff Review were adjusted to 15.62% for Naturgy BAN and 2.90% for Naturgy NOA, and these are being applied in monthly instalments as planned. With regard to the renewal of concessions, on 28 October 2024, applications were submitted to extend the Naturgy BAN and Naturgy NOA concessions for an additional 20 years. The public hearings have been held and approval by the Energy Secretariat is pending. Finally, with regard to the targeted energy subsidy scheme, the Energy Secretariat published Resolution SE 384/2024 in the Official Gazette on 3 December 2024. This resolution extends the transition period towards a targeted subsidy scheme until 31 May 2025. The government maintains its objective of implementing a new definitive regime based on stricter socio-economic criteria by 9 July 2026, when the extension of the energy emergency expires. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 192
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3.1.4.4. Chile In Chile, tariffs may be set freely subject to a cap on returns. Tariffs are therefore set by the distributor, which is also responsible for supply. Annual profitability may not exceed a specific rate of return. The law currently governing the natural gas industry is the Decree with Force of Law No. 323 of 1931, of the Ministry of the Interior, and the "General Law on Gas Services", as last amended by Law No. 20.999 published in the Official Gazette of 9 February 2017. In this context, in July 2017, the National Energy Commission established the rules for the production of the Annual Profitability Report by concession areas of concessionaires of the public service of piped gas distribution, which will apply until the corresponding regulations are issued. On 29 June 2022, the Chilean government submitted a Bill for the improvement of the gas market. In the natural gas area, the Bill establishes that distribution concession companies with gas purchase contracts signed with companies of the same business group or with related persons or entities must include the costs and revenues associated with the gas supply by their related supplier in their profitability test. The Bill under consideration would repeal Transitional Article 12 of Law 20.999, on the basis of which the CNE verified the efficiency of the supply contract between Metrogas and its related company Aprovisionadora Global de Energía S.A. The Bill provides for a reduction in the maximum rate of return allowed for assets over 20 years old, from 9% to 6%. This bill is currently under review but has not yet been approved, as legislators await the submission of a new bill with a broader scope of application. A Committee of Experts was set up by the Ministry of Energy to analyse possible regulatory improvements to the natural gas market. The Committee submitted a report with its conclusions on 22 May 2023. Based on this report, it was envisaged that the latter Bill would be implemented more broadly, which could result in major changes in the national regulatory model. As at 31 December 2025, this new Bill had not yet been submitted for processing and possible approval. In relation to the process of checking profitability in 2024, the CNE issued its Preliminary Report on 13 August 2025. Following the period for distribution companies to make submissions, the CNE published its Final Report on 29 September 2025. The process is currently in the dispute resolution phase, in which the parties have submitted their objections to the Panel of Experts for a final decision. Under current regulations, the tariff-setting process for the four-year period 2026-2029 formally commenced on 30 March 2025. On that date, the distributors submitted two key documents to the CNE: the Four-Yearly Technical Report for calculating the Replacement Value (VNR) and the Annual Profitability Check report for 2025. With regard to the VNR for the period 2026-2029, the CNE issued its Preliminary Report on 17 September 2025, and the submissions presented by companies by the established deadline are currently being evaluated. 4. Regulation of the international electricity sector 4.1. Main characteristics of the international electricity industry In all countries within Naturgy's footprint, electricity sector regulations are well-established and stable; legislation is implemented and administered by independent regulators. • This is an industry in which regulated and unregulated activities coexist: – Regulated activities: electricity transmission, distribution and supply to customers at regulated tariffs. – Unregulated activities: electricity generation and supply to unregulated customers by supply companies. • The principle of the economic and financial sustainability of regulated activities is reflected in periodic tariff updates to adjust for inflation and regulatory periods of 4 or 5 years in which Comprehensive Tariff Reviews are conducted in order to define the maximum tariffs for the entire tariff period. These tariffs must be approved by regulators in each country. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 193
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• The degree of regulation of the electricity supply to customers in the open market varies in each country In countries where Naturgy operates in the distribution area, namely Panama and Argentina, electricity supply to the residential market continues to be a regulated activity carried out by the distribution company. • As the supply of electricity to regulated tariff customers is the responsibility of the distribution companies, they must conclude supply contracts with generators and supply companies to have the energy and capacity required to supply these customers. 4.2. Regulated activities in the international electricity industry (Latin America) The electricity sector in Panama and Argentina shares key similarities with the natural gas sector: the distribution activity is based on a concession regime regulated by various laws and concession agreements in each of the countries, which specify, inter alia, service characteristics, the scope of the regulated market, the return on investment and how the tariff regime is to be updated. Transmission Electricity transmission links power generation plants and international transmission grids with distribution networks and customers. Naturgy's involvement in the transmission business is insignificant. Distribution Electricity distribution comprises all activities required to deliver energy from the high-voltage transmission grid to end consumers, as well as the supply of electricity at a regulated tariff to customers who are not in the free market (based on consumption and power range). 4.2.1. Remuneration framework for regulated activities The remuneration model in both Panama and Argentina is based on a price cap model. The regulator is responsible for setting the maximum tariffs for the following regulatory period (Integrated Tariff Review). These maximum tariffs are based on economic sufficiency to adequately remunerate all costs, capital and operating expenses which distribution companies are required to incur in order to carry out the activities included in the concession agreement. 4.2.1.1. Panama Although the regulatory model in force in Panama is a price cap, unlike in Argentina, revenue is calculated by projecting investments and operating expenses based on efficiency equations that are calculated based on the performance data of a group of companies (USA and Panama), i.e. it is a projective model whose parameters are based on a process of benchmarking with comparable companies. The rate of return calculated is a real rate which discounts the inflation forecast for the tariff period, and, therefore, tariffs are updated to adjust for the effect of inflation (to the extent determined by the regulator) and variations in electricity prices. The regulatory period in Panama is 4 years. The range of potential fluctuations in this rate of return is established by law. The regulator sets the rate to be applied during the subsequent regulatory period based on an economic analysis. The upper limit of this range is calculated as the sum of 800 basis points and the yield on 30-year US Treasury bonds, plus an additional 200 basis points. The lower limit is determined as the sum of 800 basis points and the yield on 30-year US Treasury bonds, minus 200 basis points. 4.2.1.2. Argentina The regulatory model in Argentina for electricity distribution is very similar to the regulatory model for natural gas distribution. It is based on the price cap model where the regulator sets the maximum tariffs for the next regulatory period (5 years). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 194
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The calculation of these revenues is based on the projection of the investment plan, operating expenses, asset base, and depreciation for the 5-year tariff period. The rate of return at which the assets are remunerated is also calculated. The calculated rate of return is a real rate, net of the inflation forecast for the tariff period. Tariffs are updated at regular intervals to adjust for the effect of inflation and variations in the cost of electricity. As this is a price cap system relying on incentive-based remuneration, the distribution company makes significant efforts during the regulatory period to reduce operating costs so that, at the end of the tariff period, customers may benefit from a reduction in tariffs in the following tariff period due to lower unit operating costs. 4.2.2. Regulatory situation of the electricity distribution companies in Latin America 4.2.2.1. Panama On 19 January 2023, under Resolution AN-18166, the tariff review (RTI) applicable to the period 1 July 2022 to 30 June 2026 was approved. On 21 June 2023, the regulator (ASEP) published Resolution AN-18496 whereby it approved the Maximum Permitted Revenue (IMP) of the electricity distribution companies EDEMET and EDECHI for the period 1 July 2022 to 30 June 2026. The results obtained from the approved IMP represent an increase of approximately 25% of the Distribution Added Value with respect to the previous tariff review, in line with the increase in investments that are planned for the period July 2022 to June 2026 for the development, growth and modernisation of the distribution network in the concession area of the distribution companies EDEMET and EDECHI. On 5 October 2023, the new tariff schedules were approved through Resolution AN-18737, resulting in an average price increase for regulated customers of +3.18% for EDEMET and +1.26% for EDECHI compared to the average prices of the previous period. The tariffs related to the distribution and supply of electricity, approved by Resolution AN-18737 on 5 October 2023 for the period from 1 July 2023 to 30 June 2026, are updated every six months throughout the tariff period until June 2026, based on the consumer price index in the proportion specified by the applicable tariff regime. During 2024, an update was applied for the January-June 2024 period, and subsequently for the July-December 2024 period. At the end of 2024, the regulator announced the application of an update for the January-June 2025 period. This six-monthly update resulted in an increase of +1.09% for EDEMET customers and a decrease of -7.33% for EDECHI customers (values calculated by comparing the tariff in force from January to June 2025 with that in force between July and December 2024, without taking into account government subsidies). The update of the tariffs for July-December 2025 was approved at the end of June 2025, representing an increase of +9.9% for EDEMET customers and +2.65% for EDECHI customers with respect to the previous half-year. In line with the six-monthly update mechanism planned for the 2022-2026 tariff period, at the end of 2025 ASEP announced the application of the update for January-June 2026, which maintains the validity of the Tariff Schedules approved by Resolution AN-18737 and ensures regulatory continuity until the new tariff period comes into effect on 1 July 2026. Throughout 2024, the State's contribution was sustained by applying discounts from the tariff stabilisation fund (FET) for EDEMET and EDECHI customers consuming up to 300 kWh per month, as well as through contributions from the Occidente tariff fund (FTO) for EDECHI customers. Additionally, at the end of December 2024, a Government Resolution was issued approving the extension of the FTO until June 2025 and, in early June 2025, resolutions were issued approving the extension of the FET and FTO until December 2025. On 23 July 2024, the Panama Cabinet, through Cabinet Resolution No. 64, officially ended the state of national emergency that had been declared in March 2020 in response to the COVID-19 pandemic. In this regard, on 16 August 2024 ASEP issued Resolution AN No. 19511-Elec, which reset the cost of energy not supplied (CENS) from the 0.50 PAB/kWh established as a result of the National Emergency to its pre-pandemic value of 0.50 PAB/kWh, effective from the time of publication. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 195
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Through Resolution AN No. 19567, of 6 September 2024, the regulator (ASEP) approved Naturgy's proposal to implement a plan of intensive maintenance work on the network, with adjustments and pruning/felling work on the most critical circuits, with the aim of improving service quality in the concession area. This work was exempted from quality indicators for a period of six months, from 1 September 2024 to 28 February 2025. As a result of achievements during this first phase of the Quality Improvement Plan, an application was made to the regulator to extend the execution with a second intensive phase of work (Phase II), with a duration of six additional months, starting on 1 March 2025, The proposal was approved by the ASEP under Resolution AN No. 20036 of 20 March 2025. Subsequently, by means of Resolution AN No. 20760 of 26 August 2025, ASEP approved Phase III of the Quality Improvement Plan for an additional six months, i.e. until 28 February 2026. ASEP formally initiated the tariff review process for the 2026-2030 period in November 2025 with the publication of Public Consultation No. 011-25-Elec. This consultation addresses the determination of Representative Areas, Comparator Companies, and Efficiency Equations to be used in calculating the Maximum Allowable Revenue (IMP) for distribution companies for the period from 1 July 2026 to 30 June 2030. Distribution companies EDEMET and EDECHI presented their submissions by the deadline, and final approval by ASEP is pending. On 22 December 2025, ASEP approved Resolution AN-21170-Elec, which set the rate of return applicable to the calculation of the IMP for EDEMET and EDECHI for the next tariff period, thus concluding the public consultation process that began in October. Additionally, as part of the regulatory update process associated with the tariff review, on 23 December 2025, ASEP published Public Consultation Notice No. 012-25, which presents a proposal for amendments to the Electricity Distribution and Supply Regulations with the aim of advancing the definition of the regulatory adjustments that will apply in the next period. 4.2.2.2. Argentina In Argentina, each provincial jurisdiction has its own regulation to establish the Distribution Added Value (VAD). That is, each province is the grantor of the Public Electricity Distribution Service in its area. However, the values relating to the acquisition cost of energy, capacity and transmission are pass-through values and are subject to national regulation. The tariff scheme in the province of San Juan, where Naturgy operates through Naturgy San Juan S.A. (formerly Energía San Juan, S.A.), consists of five-yearly Ordinary Tariff Reviews (RTO) and half-yearly Extraordinary Tariff Reviews (RTE). The latter update the variables contained in the aggregated distribution value (VAD), make market projections and make adjustments (between estimated and actual figures) to taxes, levies and charges that are not set out explicitly in the invoices for the service. The RTO process setting the tariffs for the five-year period from 2021 to 2025, was completed early in 2021. On 22 January 2025, in order to comply with the provisions of Art. 47 of Law 524-A and Art. 31 of the Naturgy San Juan S.A. Concession Contract, the proposal for the new Tariff Table and Tariff Regime for the next five-year period, to start on 23 January 2026, was submitted to the Provincial Electricity Regulator (EPRE). The commencement of the Ordinary Tariff Review Process (RTO) for the period between 23 January 2026 and 22 January 2031 was announced on 24 July 2025. The five public hearings provided for in the regulations have been held since 12 August 2025. Following completion of the process, the Provincial Electricity Regulator (EPRE) has defined the Tariff Regime and Tariff Schedule that will apply during the 2026-2031 cycle. In line with the National Government's decision to promote an energy market where supply and demand can transact autonomously, on 24 January 2025 the National Energy Secretariat, through Resolution SE No. 21/25, authorised companies to enter into unregulated agreements without the intervention of Compañía Administradora del Mercado Mayorista Eléctrico, S.A. (CAMMESA). The changes can be summarised as three main points: decentralisation of fuel management, promotion of unregulated bilateral agreements in the market, and fulfilment of existing generation and fuel contracts until their expiration. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 196
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On 31 January 2025, National Energy Secretariat Resolution SE 24/25 reduced the government subsidy (SEN) for low-income residential users (N2) from 71.92% to 65.0% and for middle-income users (N3) from 55.94% to 50.0%. These reductions were phased in over 11 months, from February to December 2025. On 13 March 2025, through Executive Decree No. 186/25, the government established a debt regularisation plan for electricity distributors and cooperatives to enable them to access financing and invest in improving the electricity system. As a result, on 21 April 2025, the Undersecretariat of Energy established by means of Provision No. 1 that the electricity distributors that are agents of the Wholesale Electricity Market (MEM) who are interested in joining the Special Regime for the Regularisation of Obligations of the MEM and the Special Credit Regime must notify the Undersecretariat accordingly. Since Naturgy San Juan S.A. met the conditions established to access the special regime, it expressed its intention to join. In this regard, on 7 August 2025, Naturgy San Juan, S.A. signed the Special Credit Scheme Agreement (Provision No. 1/2025 SSEE) with the Undersecretariat of Energy. Through this agreement, credit equivalent to two transactions in February 2025 is recognised, which will be applied in 16 consecutive monthly instalments to invoices issued by CAMMESA from September 2025 onwards. In return, Naturgy San Juan, S.A. undertakes to implement a strategic plan of works to improve the electricity infrastructure in its concession area, as already approved by the EPRE through Resolution No. 546/25. In addition, quarterly progress reports must be submitted and, in the event of non- compliance, the Undersecretariat may withdraw the benefits granted on a proportional basis. Additionally, in compliance with the provisions of the province's electricity service concession contract, EPRE has initiated the procedure to hold an international public tender linked to a 51% majority shareholding in Naturgy San Juan S.A. This process is a mandatory stage of the concession regime and does not mean that Naturgy San Juan is for sale or that it will discontinue the provision of the service; rather, it responds purely to the contractual deadlines established for the potential replacement of management periods. The company believes that, once this procedure is complete, it will continue to operate the concession under normal conditions. The tender will begin formally with the publication and sale of the specifications, scheduled to occur before the end of February 2026. Once the specifications are available, interested parties must submit two envelopes: the first is for pre-qualification, and the second must contain the financial bid in a tender without a base price. Naturgy San Juan will participate on equal terms by submitting its own bid; if its financial bid is equal to or higher than the best bid submitted by third parties, it will retain its shareholding without any additional outlay. If it is lower, the majority package will be awarded to the new bidder and the company will receive the amount of the winning bid, net of any amounts owing to the province. 4.3. Unregulated activities in the international electricity industry 4.3.1. Generation Naturgy operates as a power generator in Mexico, Panama, Costa Rica, Dominican Republic, Puerto Rico, Chile, Brazil, Australia and the United States. 4.3.1.1. Costa Rica and Puerto Rico The Group generates electricity under Power Purchase Agreements (PPA) with the national enterprises in the industry, which are vertically integrated state-owned companies with exclusive responsibility for transmission, distribution and supply. In Costa Rica, a capacity commitment contract has been signed with the Costa Rican Electricity Institute (ICE) for the 50 MW Torito power plant, which has been operating since 2015 under a 20-year concession. After this period, the plant will be transferred to the ICE at no cost. During the concession period, Naturgy recognises revenue from electricity sales to the ICE, as well as revenue from the operation and maintenance of the facility. There were no significant regulatory changes in 2025 that specifically affected the Torito plant in Costa Rica. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 197
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In Puerto Rico, a power and capacity sale contract is in place with the state-owned Puerto Rico Electric Power Authority (PREPA). In this case, capacity revenue is recognised when received, and revenue from the sale of electricity is recognised based on the actual delivery of the electricity produced. Naturgy's stake in EcoEléctrica L.P., the company that owns the Puerto Rico combined cycle plant, is carried using the equity method. Electricity transmission, distribution and grid operation in Puerto Rico are privatised. Specifically, LUMA Energy is the company that operates and manages the electricity transmission and distribution system, while Genera PR is responsible for generation. In 2025, Puerto Rico passed Law 1-2025, which amended the Public Energy Policy Law. This reform eliminated the intermediate renewable energy penetration targets, although it maintained the ultimate goal of achieving 100% renewable energy generation by 2050. In this context, the Puerto Rico Energy Bureau (NEPR) issued several regulatory resolutions that came into effect in March 2025. Notable among them is the amendment to the Energy Transformation and Relief Law (subsequently Law No. 2 of 2025) approving measures aimed at strengthening contractual compliance by private operators through a substantial increase in financial penalties applicable for operational breaches, non-availability of units, maintenance delays, and failure to achieve performance targets. Additionally, as part of its resource planning process, the NEPR issued a resolution ordering an assessment of new firm generation capacity for the electricity system. The resolution establishes that new units must not be larger than 400 MW and must be located near major loads. It also instructs that between 2,500 and 3,000 MW of new capacity be considered, including various baseload generation technologies and not limited exclusively to natural gas. 4.3.1.2. Panama Electricity produced by Naturgy's hydropower plants in the country is sold through bilateral contracts with distributors as a result of auctions carried out by the transmission company (ETESA) and approved by the National Public Services Authority (ASEP). Power is also sold on the open market. Revenue from the sale of electricity and contracted power is recognised in accordance with the firm power contracted in the PPA based on fulfilment of performance obligations, and revenue from the sale of electricity is accrued as the electricity is delivered. During 2024, there were no regulatory changes affecting Naturgy's generation operations in this country. In 2025, Panama adopted various regulatory measures aimed at strengthening competition and the sustainability of the electricity system. Firstly, the reform of Law 6 of 1997 was initiated with the aim of preventing market concentration and facilitating the entry of new competitors, especially in the field of renewable energy. Additionally, the National Energy Secretariat issued Resolution MIPRE-2025-0037900, which enables the use of special tender documents for distributors to acquire generating capacity, in line with energy policy guidelines. ASEP published an indicative regulatory calendar that includes proposals to amend the tariff system, promote rural electrification, and create opportunities for distributed generation in non-concession areas. 4.3.1.3. Dominican Republic Naturgy operates two oil-fired generation plants: Palamara, with a capacity of 102 MW, and La Vega, with a capacity of 92.5 MW, have been in operation since 2000 and 2001, respectively. Both plants take part in the wholesale electricity market, covering approximately 3% of the country's demand. The Dominican Republic's electricity market is governed by Electricity Law 125-01 with implementing regulations 555-02 and, in the renewable sector, by Law 57-07. This Law lays down the general regulatory framework for the electricity sub-sector, applicable to the production, transmission, distribution and supply of electricity, and establishes the functions and powers of government bodies involved in this area. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 198
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Naturgy plants in the Dominican Republic participate in the spot market. This market uses marginal pricing, and payment is split, based on the year's peak demand, between thermal and hydroelectric plants, based on their availability statistics for the last 10 years. The Coordination Body is responsible for conducting market transactions and issuing settlements between participants. In the Dominican Republic, no legislation was enacted during 2025 that directly affects the activity of the power plants operated by the Group in that country. However, strategic plans and regulatory reviews were implemented under the National Pact for the Reform of the Electricity Sector, which will remain in force until 2030. The main implications of these reviews are focused on the debate regarding the need to establish an efficient, transparent tariff system, and to strengthen the protection of customer rights, which mainly impacts independent supply and distribution companies. The Dominican Electricity Industry Association (ADIE) has encouraged debate on the need to adapt the regulatory framework to new technologies, storage, distributed generation and the digitalisation of the system. Resolution SIE-136-2024 MEM, issued by the Superintendency of Electricity (SIE) on 28 November 2024, had a significant impact in 2025 as it encouraged the entry of new participants in the ancillary services market, including renewable generators with fast response capacity, resulting in increased competition and enhanced efficiency in frequency regulation. 4.3.1.4. Mexico The gas-fired combined cycle power plants in Mexico have commitments in place with the Federal Electricity Commission (CFE) under 'Power Generation Capacity Commitment and Associated Power Purchase Agreements', signed between 2001 and 2010 for a duration of 25 years. The company generates power under PPAs, and sells electricity as an independent power producer (IPP) to the Comisión Federal de Electricidad (CFE). Surpluses are delivered to partners and are traded on the Wholesale Electricity Market (MEM). In addition, financial energy transactions are carried out through bilateral contracts with third parties. These last two procedures were created under the 2013 Energy Reform. Contracts with the Federal Electricity Commission (CFE) stipulate a pre-established collection schedule for the assignment of power supply capacity. As Naturgy has the capacity to operate and manage the plants and retains the rewards and risks of operations and can make material decisions that will affect future cash flows, these contracts represent the provision of services and are thus recognised on a percentage-of-completion basis. Revenue from the sale of electricity under the contract with CFE is recognised as the electricity is generated and delivered to CFE, since these contracts qualify for the "own use" exception under IFRS 9. The Bii Hioxo wind farm, commissioned in 2014, generates power for sale to large customers on a self-supply basis under medium and long-term bilateral contracts that qualify for the "own use" exception under IFRS 9; revenue is accrued as the electricity is generated. The Emissions Trading Scheme (ETS) trial programme, which was originally scheduled to run for three years before the ETS entered its final phase, has been in force since 1 January 2020. The ETS is a system designed to reduce GHG emissions for facilities that emit more than 100,000 tonnes of CO2 per year, consists of placing a cap on the total emissions of each sector. Facilities registered with the ETS must submit an emission allowance for each tonne of CO2 they release to the atmosphere. At 2025 year-end, the final rules of the ETS had not been published, nor had a public consultation been called, so the trial phase of the ETS remains in force. During the Trial Programme, rights are allocated free of charge by the authority, and the emission rights do not have a monetary value as there is no active market in the country. Currently, the four combined cycle gas plants that Naturgy operates in Mexico are registered with the ETS and received free emission allowances from the authority to cover emissions over the period 2020-2025 under the grandfathering scheme (calculation for allocation free of charge based on historical emissions). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 199
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In May 2024, through the ETS Advisory Committee (COCOSCE), the Mexican Ministry of the Environment and Natural Resources circulated the draft final rules for industry comment. On 4 June 2024, a meeting was held with industry representatives, at which the allowances allocation mechanism was explained. This mechanism is expected to be applied during the final phase. The draft Final Rules provide for the allocation of rights free of charge based on emissions data in the system for 2021, plus an annual projection factor for the period (2022-2026) and emission reduction factors for compliance with the targets during the same period. However, in October 2024, a constitutional reform was carried out with significant implications for the electricity sector, with the result that the issuance of the Final Rules has been put on hold, and the Preliminary Phase is continuing during 2025 and 2026. On 9 March 2021, a reform of the Electricity Industry Law (LIE), which has been in force since 2014, was enacted. However, companies in the business and sector appealed this reform, with the result that the version published in 2014 remained in force until March 2025. On 18 March 2025, Mexico enacted various reforms applicable to unregulated activities in the electricity sector. The reforms were approved and entered into force on 19 March 2025. In particular, the new Electricity Sector Law (LESE), replaces the Electricity Industry Law (LIE) of 2014. The new law retains the wholesale electricity market (MEM), but creates new rules for participation; it also establishes that at least 54% of the energy fed into the grid each year must come from government-controlled sources. Another new development approved on 18 March 2025 was the creation of the National Energy Commission (CNE) under the Ministry of Energy (SENER), which replaces the Energy Regulatory Commission (CRE). The CNE's main objectives are: be responsible for granting generation and supply permits, issuing regulation and supervising compliance, and definining private-sector participation in electricity generation. Additionally, the Federal Electricity Commission (CFE) ceased to be a “productive enterprise” and is now a state- owned enterprise wholly owned by the federal government, with its own legal personality and assets. Its new purpose is to achieve energy justice and sustainable development. On 3 October 2025, the Regulations under the Electricity Sector Law, the Energy Planning and Transition Law, and the Hydrocarbons Sector Law were published. These regulations elaborate upon the secondary legislation enacted in March 2025 and establish binding planning mechanisms for the national energy system, technical criteria for the energy transition aimed at efficiency and the incorporation of renewables, specific provisions for energy storage, and new rules for the allocation, operation, and supervision of activities in the hydrocarbons sector. With regard to the hydrocarbons sector, the Reform to the Hydrocarbons Law (LH), which has also been in force since 2014, was published in May 2021. This reform was also suspended on 26 May 2021, meaning that the law as promulgated in 2014 remained in force until March 2025. The Hydrocarbons Sector Law (LESH), redefining the role of the state in the Mexican energy industry, was enacted on 18 March 2025. The new law strengthens PEMEX (Petróleos Mexicanos), the state-owned company responsible for hydrocarbon exploration, production and marketing, by granting it exclusive assignments in exploration and production (upstream) projects and a mandatory minimum 40% stake in joint ventures with private companies. The Secretariat of Energy (SENER) has been assigned a more active role since it is empowered to authorise exploration and reconnaissance activities, with the power to unilaterally modify allocation areas and work commitments. The National Energy Commission (CNE) was created as a new regulatory body, replacing the National Hydrocarbons Commission. Overall, the LESH seeks to strengthen the country's energy sovereignty by centralising strategic decisions in central government and confining private sector ownership to controlled schemes. On 6 May 2024, the National Commission for Regulatory Improvement (CONAMER) released the first regulatory document on energy storage for consultation; the document aims to establish the general conditions under which electricity storage systems (ESS) will be integrated into the national electric system (SEN). Subsequently, on 30 September 2024, the Governing Body of the Energy Regulatory Commission (CRE) approved the document, although it was not officially enacted until 7 March 2025, through Resolution No. A/113/2024 published in the Official Gazette of the Federation (DOF). This resolution established the General Administrative Provisions (DACG) for the integration of ESS into the SEN. However, the Regulations under the Electricity Sector Law, published on 3 October 2025, establish that the National Energy Commission (CNE) must issue, within at most 180 working days from its entry into force, new specific DACGs on storage, which will replace those issued by the CRE in March 2025. 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The 2025–2039 Electricity Sector Development Plan was published on 17 October 2025; it defines the national strategy to strengthen, expand and modernise the National Electricity System with a long-term vision based on energy sovereignty, sustainability and regional equity. It also recognises the Federal Electricity Commission (CFE) as the key player in the expansion of the system and sets technical and economic criteria for the incorporation of new technologies. 4.3.1.5. Chile In August 2016, Naturgy was awarded the energy tender for regulated customers, securing a 20-year long-term Power Purchase Agreement (PPA) to supply electricity to distributors. To meet this commitment, Naturgy has developed and constructed two projects (wind and solar) that came on stream in January 2021 with a total installed capacity of approximately 312 MW. Revenue from electricity sales is recognised as physical deliveries of energy and capacity take place, in accordance with purchase requirements; therefore, it qualifies for the "own use" exception under IFRS 9 and is accrued as the electricity is delivered. In addition, Naturgy operates 11 “small means of distributed generation” (PMGD) plants (10 MW maximum capacity) which, under current regulations, have access to a Stabilised Node Price that is regulated for a term of up to 14 years. The combined total capacity of these 12 plants currently in commercial operation is approximately 56 MW. Law 21.505 was published at the end of 2022, promoting the development of electricity storage systems and electromobility. It allows any party interested in investing in this technology to do so, taking part in the short-term electricity market and being eligible for remuneration for the electricity transferred into the system. On 4 April 2024, the Ministry of Energy established working groups with industry representatives to review the proposals to amend the Coordination and Operation Regulation (DS125 of 2019), which is one of the most important regulatory texts in defining the national electric system. The process is currently in its final phase and, although it has not yet been officially published, significant progress has been made. On 6 October 2025, the Ministry submitted the decree amending DS125 to the Comptroller General of the Republic for its information, which is the final step prior to its official publication. These new regulations incorporate substantial changes that will allow battery energy storage systems (BESS) and hybrid power generation systems (GCS), modernising and enhancing the flexibility of the national electricity system. On 10 July 2023, a reform of the General Electricity Services Law (LGSE) was presented to Parliament to advance decarbonisation and meet the carbon neutrality target set for 2050 in the Framework Law on Climate Change. The Energy Transition Law (Law 21.721) was enacted following its approval in November 2024; it reinforces the role of electricity transmission as critical infrastructure and introduces flexibility mechanisms and incentives for storage and distributed generation. During 2025, the Ministry of Energy promoted accelerated decarbonisation, favouring solar, wind and green hydrogen projects, as well as improving storage regulations and grid planning. Specifically, the Decarbonisation Plan was published in October 2025, setting out 28 measures in four strategic areas, including phasing out coal, converting technology and strengthening transmission. Chile also strengthened its regional leadership in storage with BESS systems and announced an Accelerated Decarbonisation Law, which brings forward the closure of coal-fired power plants to 2035-2040, with more streamlined environmental procedures for renewable and critical infrastructure projects. In August 2024, the Executive sent a bill to the Chamber of Deputies that expands the coverage of the electricity subsidy, consisting of amendments to various items of legislation in the area of tariff stabilisation to raise USD 900 million through three main mechanisms: an increase in the tax on CO2 emissions, the collection of the net VAT resulting from the increase in electricity tariffs, and a charge associated with withdrawal of Small Distributed Generation System (PMGDs) from the system. This bill, which was approved by the Chamber of Deputies' Mining and Energy Commission, advanced considerably during 2025. Specifically, in January 2025, the Finance Committee of the Chamber of Deputies approved three of the bill's financing mechanisms: Nevertheless, the legislative process continued throughout the year with substantial amendments; in its current wording, the bill contemplates only increased VAT collection as the main source of funding for the subsidy. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 201
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4.3.1.6. Australia The Australian electricity market is divided into two main unconnected domains: NEM (National Energy Market), regulated by the National Electricity Rules (NER), and WEM (Wholesale Electricity Market), regulated by the Electricity Industry Act 2004. The NEM is Australia's primary electricity market, operated by the Australian Energy Market Operator (AEMO). It connects the five interconnected states: Queensland, New South Wales (including the ACT), Victoria, South Australia, and Tasmania. The WEM supplies power in the state of Western Australia via the South West Interconnected System (SWIS). Both markets are configured as wholesale commodity markets in electricity. The electricity market operates as a spot market (pool), where energy supply and demand are matched in real time through a centrally coordinated dispatching process. Generators submit offers to supply the market with specified quantities of electricity at designated prices for specific periods and can revise their offers at any time. Based on the bids submitted, AEMO determines the order of dispatch for the generators. Both the NEM and WEM are designed to operate in a manner that meets electricity demand (or consumption) in the most cost-effective way. The Australian Federal and State Governments have established renewable energy generation targets for 2030 as part of their energy transition and decarbonisation strategies. Achieving these renewable targets has been encouraged through energy auctions conducted by State Governments (such as the ACT Government, Victoria Government and Queensland Government) and through the Federal Government's Capacity Investment Scheme (capacity auctions). These schemes enable long-term energy sales contracts at a "regulated" tariff, typically under a contract for differences arrangement. Additionally, rising demand for renewable energy has led to the development of a growing market for bilateral power purchase agreements (PPAs) between generators and corporations, primarily industrial and technology companies, as well as electricity supply companies (retailers). In Australia, Naturgy has power purchase agreements (PPA) in place for wind farms that are already operational, as well as for projects under construction. These PPAs are signed for terms ranging from ten years, for solar projects under construction, to twenty years for the Crookwell wind project, which is currently operational. The plants sell their production to the market (at the market price) and, under these contracts, a financial settlement is made for the difference between this price and the agreed price. These are contracts for the sale of electricity that are settled by differences in which the underlying volume is the electricity actually produced. For accounting purposes, these contracts are treated as derivatives under IFRS 9 2.4, and are designated as cash flow hedges of sales by the generating facilities. Naturgy developed the Crookwell 2 wind generation project (96MW) in New South Wales has been operating it since November 2018 under a 20-year feed-in tariff agreement with the ACT Government. In 2018, Naturgy was granted a permit for the Berrybank 1 wind project ( 180MW) in Victoria, which commenced operations in April 2021. In this instance, the agreement is a 15-year bilateral Power Purchase Agreement (PPA) with the State of Victoria at a regulated tariff. In early 2023, commercial operation of the 10 MW/20 MWh ACT Battery energy storage system commenced, enhancing the quality of power supplied to the city of Canberra. This facility is part of the commitments acquired with the construction of the Berrybank 2 wind farm, which began operating in mid-2023 and consists of a second stage of the Berrybank 1 wind farm, with a capacity of 109 MW. The project operates under a ten-year power purchase agreement with the ACT Government at a feed-in tariff. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 202
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In 2024, three new generation facilities located in the states of New South Wales and Victoria began commercial operation. In August 2024, the Hawkesdale wind farm in Victoria, with a capacity of 97MW and a 15-year PPA agreement at a regulated tariff for all the energy supplied to the system, commenced operations. In November 2024, the Ryan Corner wind farm in Victoria, with an installed capacity of 217 MW, and the Crookwell 3 wind farm in New South Wales, with an installed capacity of 57 MW, began operations. Ryan Corner has a 15-year PPA at a regulated tariff for 75% of the electricity supplied to the system, while Crookwell 3 has a 12.5-year PPA at a regulated tariff for all the electricity supplied to the system. The Cunderdin hybrid project was commissioned in December 2024. It is the first hybrid solar and battery project developed by Naturgy in Australia. It will have an installed solar photovoltaic capacity of 128MW and a 55MW/220MWh battery storage system. In addition to the aforementioned eight facilities (Crookwell 2, Berrybank 1, Berrybank 2, ACT Battery, Hawkesdale, Ryan Corner, Crookwell 3, and Cunderdin) that are already in operation, the following projects are under development: • Bundaberg (100MW) and Glenellen (260MW) solar projects: Both projects have sold their output under 10-year PPAs and expect to begin operations by early 2026. • Fraser Coast Hybrid Project: It will feature a solar PV capacity of 330MW and a 180MW/360MWh battery energy storage system. 4.3.1.7. Brazil Naturgy operates in Brazil through four photovoltaic generation plants with a total capacity of 153 MW that came into operation in 2017 and 2018 and have 20-year contracts for the sale of reserve energy to Câmara de Comercialização de Energia Elétrica (CCEE). Under these contracts, there is a physical delivery of electricity to the buyer in accordance with their purchase requirements, so they qualify for the "own use" exception under IFRS 9, and revenue is accrued as the electricity is delivered. In May 2025, an energy reform process commenced with the main objective of liberalising the electricity market fully by 2028, allowing all consumers to freely choose their energy supplier. This reform indirectly impacts renewable energy projects by eliminating the distribution toll subsidy for which those projects were eligible. However, this reform will not affect power purchase agreements (PPAs) signed before October 2025, so Naturgy's existing contracts remain unchanged. 4.3.1.8. Unites States of America (USA) Naturgy Group's presence in the United States of America (USA) centres on electricity generation using solar technology, with projects at various stages of operation, construction, and development, concentrated in three main markets: CAISO (California, Nevada), ERCOT (Texas) and PJM (Ohio, Kentucky). To date, Naturgy has consolidated its position in the US market with the commissioning of the 7V Solar Ranch photovoltaic plant, which began operating in 2024 and is the largest facility of its kind in the group worldwide, and the Grimes plant, which began operating in 2025; both are located in Texas. The Mark Center solar plant (125 MW) is expected to be commissioned in 2026. In the USA, Naturgy has PPAs in place for operational facilities and for facilities that are under construction and in development. These PPAs have terms ranging from ten to twenty years, and the sale price is established at the time the contract is signed. Under these agreements, the plants sell their output to the market (at the market price) and a financial settlement is made for the difference between this price and the contractually agreed price. These are contracts for the sale of electricity that are settled by differences in which the underlying volume is the electricity actually produced. For accounting purposes, these contracts are treated as derivatives under IFRS 9 2.4, and are designated as cash flow hedges of sales by the generating facilities. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 203
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In addition, there is a physical forward electricity PPA in place for one of the renewable assets in the United States, classified as for "own use". The arrival of the new administration in 2025 brought significant legislative changes, and a shift in the country's energy policy towards protecting conventional generation and relaxing commitments to combat climate change. The steps taken so far can be classified into three distinct groups: tariff policies, tax incentives, and projects with links to federal land: • Tariff policies: imposition of tariffs to favour US manufacturing. The Trump administration invoked the International Emergency Economic Powers Act (IEEPA) and Section 232 of the Trade Expansion Act of 1962 to pass legislation imposing import tariffs on goods from certain countries. Initial announcements of high import tariffs led to disruptions in global trade and significant turbulence in financial markets in the early days. Negotiations with the countries involved resulted, in some cases, in a reduction of the tariffs that had been imposed initially. Given the US renewable energy industry's high dependence on imports, tariff effects are expected to lead to higher capital costs and pressure on delivery times. During 2025, there were significant legal developments regarding the tariffs imposed by the United States on a number of trading partners. The legal situation remains subject to change, as various federal courts have handed down partially contradictory rulings on the validity and application of the tariffs, creating legal uncertainty until the appeals are resolved. Although tariffs have not had a direct material impact on the Group's operations, the issue is being actively monitored due to their potential impact on global supply chains and international trade flows. • Tax incentives: measures aimed at reducing incentives for renewable energy. The main legislative development in the tax area is the budget reconciliation bill known as the "One Big Beautiful Bill Act". That bill was initially approved by the House of Representatives on 22 May 2025 and was referred to the Senate, which approved the text on 1 July 2025, including various amendments to the text originally proposed by the House. On 3 July 2025, the House of Representatives passed the version that had been previously approved by the Senate. The final wording as enacted provides conditions for the termination of tax credits for renewables that are more lenient than in the initial version approved in the House. After final approval by the House of Representatives, the text was signed by President Donald Trump in a symbolic act on 4 July 2025, Independence Day. The signature of this Act concludes a period of high regulatory uncertainty and provides a new regulatory framework for the energy industry. The biggest impact of the new Act on the country's renewables business would come from changes in renewable energy tax credits. The main change in this respect is the early termination of tax credits for solar and wind energy, bringing forward this termination for all projects that are not in service before 2027, compared with the deadline of 2032 provided for in the previous law. The new act also imposes additional requirements to eliminate technological content and ownership by companies from China, Russia, Iran and North Korea. However, the new regulations preserve the 'safe harbour' concept. Projects that can prove that construction has begun under this heading within 12 months of the law's approval will retain their tax credits, provided that they come into service by 31 December 2030. On 15 August 2025, the Internal Revenue Service (IRS) published Notice 2025-42, which introduces updated guidelines for determining the beginning of construction for tax purposes. These new guidelines apply to wind and solar projects that begin construction on or after 2 September 2025; earlier projects continue to be subject to the previous regulations. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 204
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Over the last two years, Naturgy has implemented a safe harbour strategy by ensuring it attained the construction start milestone and, therefore, maintained access to tax incentives for five of the projects in the portfolio. The new rules also make it possible to secure tax credits for the rest of the portfolio that is less advanced through a safe harbour strategy similar to those implemented for the foregoing projects, provided that the construction start milestone is achieved by 4 July 2026. The new rules impose new restrictions on projects that fail to achieve the construction start milestone by 31 December 2025, and limit the technology content and the ownership stakes of "foreign entities of concern" (FEOC). The current regulation does not provide material changes with respect to the pre-existing legislation (Inflation Reduction Act - IRA) for other renewable technologies, including energy storage. • Projects linked to federal land: On 15 July 2025, the Department of the Interior (DOI) issued an internal memorandum with a guideline establishing new approval requirements for all wind or solar projects located on federal land (administered by the Bureau of Land Management – BLM) that are in the process of obtaining permits or ready to begin construction. Subsequently, the federal government entered shutdown on 1 October 2025, which delayed the definition and implementation of the management and approval process associated with these new requirements. Although the federal government has resumed its activities, uncertainty persists regarding the practical implementation and application periods of these new requirements from the DOI and BLM. Naturgy's portfolio of projects under development in the United States includes four projects that have links to federal land, either because they will be implemented on federal land or because the offtake line crosses federal land. Until the federal government resumes work, it will be difficult to gauge the potential delays that these new requirements may cause for these four projects. • Other measures: in response to the new US administration's lower commitment to promoting renewable energy. The main executive orders passed by the federal government in this regard are: – Executive Order No. 14154 – Unleashing American Energy, dated 20 January 2025, to promote the exploration and production of the country's natural resources in order to reduce energy costs for citizens while making the country a global energy leader. – Executive Order No. 3415 – Temporary Suspension of Delegated Authority, dated 20 January 2025, which suspended the issuance of new permits for renewable energy facilities by government agencies for a period of 60 days. On 29 March 2025, upon expiry of the 60-day period, no formal order renewing or lifting the suspension was published. – Executive Order No. 14162 – Putting America First In International Environmental Agreements, dated 20 January 2025, which withdrew the United States from the Paris Agreement on climate change. During the second half of 2025, regulatory activity focused on the articulation and implementation of the regulations issued during the first half of the year. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 205
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Naturgy Energy Group, S.A. and subsidiaries Annual financial report 2025 CONSOLIDATED DIRECTORS' REPORT
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Directors' report for the year ended 31 December 2025 1. Company situation 3 1.1. Corporate mission, purpose and values 3 1.2. Business model and organisational structure 5 1.3. Corporate governance model 10 1.4. Regulatory environment 13 2. Business performance and results 14 3. Liquidity and capital 44 4. Main risks, opportunities and uncertainties 45 5. Subsequent events 62 6. Forecast Group performance 62 7. Innovation 65 8. Annual Corporate Governance report 68 9. Annual Board Remunerations report 68 10. Additional information 68 10.1. Treasury shares 68 10.2. Information on average supplier payment period 71 11. Non-Financial Information Statement and Sustainability Report 71 Appendices i. Alternative performance metrics 72 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 2
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1. Company situation 1.1. Corporate mission, purpose and values Naturgy Energy Group, S.A. was incorporated in 1843. Its registered office is located at Avenida de América 38, Madrid. In 2025, the company celebrated 182 years of providing solutions to advance society. Naturgy Energy Group, S.A. and subsidiaries (hereinafter, Naturgy) is a group engaged in the production, distribution and supply of energy and services. Our business model takes a comprehensive approach to energy; consequently, our value chain is integrated and features a balanced energy mix focused on creating value. We are committed to the sustainable development of society by guaranteeing a competitive, secure energy supply with the utmost respect for the environment. Naturgy operates in over 20 countries, supplying gas and electricity to over 16 million customers, with market shares of 41.7% in gas contracts and 14.3% in electricity contracts in Spain, more than 18.7 GW of installed capacity and a diversified power generation mix. It operates in regulated and liberalised gas and electricity markets and international activities are making a growing contribution, mainly in the following areas: • Gas and electricity distribution • Electricity generation and supply • Natural gas infrastructure, procurement and supply Naturgy pays attention to the needs of each of its stakeholders: Meet the needs of … With the goal of… Based on our commitments Our shareholders Offering increasing sustainable returns • Customer focus • Commitment to results • Sustainability • Interest in people • Social responsibility • Integrity Our customers Being leaders in continuous growth with a multinational presence, offering high-quality products that respect the environment Our employees Offering opportunities for professional and personal development Society Contributing positively through a commitment to global citizenship While not forgetting our roots, our vision for the future aims to transform the current business model and lay the foundations to continue creating value through the energy transition, focusing on renewable energy, developing renewable gas (hydrogen and biomethane) by leveraging our leading position in the conventional natural gas market and promoting energy efficiency and the circular economy. Vision and strategic alignment Naturgy's brand strategy includes defining a meaningful, inspiring and distinctive corporate object aligned with the evolution of the energy sector and the Group's transformation under the 2025-2027 Strategic Plan, which drives the energy transition through: • Growth in renewable energy generation • Leadership in renewable gases, especially biomethane • Strengthening distribution networks • Digitalisation and simplification of customer relations • Excellence in industrial operations Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 3
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Purpose and values With this approach, our purpose and our values reinforce Naturgy's long-standing commitment to society, to people and to fulfilling its commitments. Naturgy's purpose is to "Facilitate your relationship with energy every day", reflecting our conviction that people are at the heart of everything we do and our vocation to support them simply and efficiently in the energy challenges of today and tomorrow. Naturgy understands energy in a broad sense based on an integrated industrial model that combines generation, distribution networks, supply and new energy vectors, enabling it to offer balanced, sustainable solutions. This purpose translates into three values that define us as a company and guide our behaviour and the way we work every day: One team We work as a team for and on behalf of people. We take every decision responsibly and courageously, because delivering on our promises is the foundation on which to build a relationship of trust. Continuous evolution We challenge ourselves every day to find new and better ways to move forward. Learning from experience and anticipating what is to come. Being your choice We strive every day to be the best option for all our audiences. And all of this is expressed through a slogan that accompanies our brand: “Cada día - Every day” A slogan that builds a new kind of relationship: close, everyday, which means being present and adding value every day and improving continuously, just as we have been doing since 1843. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 4
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1.2. Business model and organisational structure Naturgy's business model is implemented through a large number of companies, mainly in Spain, Latin America (Argentina, Chile, Brazil, Mexico, Panama, Dominican Republic, Puerto Rico and Costa Rica), the United States, Australia and the rest of Europe. Naturgy's operating segment structure is aligned and coherent with the model for reporting to the Board of Directors, which is responsible for regularly reviewing the results of the segments within the company's operational decision-making process in order to decide on the resources to be allocated to each of them and assess their performance. The operating segments are grouped into two large blocks, Distribution Networks and Energy Markets, which were unchanged with respect to the previous year: • Distribution Networks: groups together the business segments devoted to managing regulated gas and electricity distribution and transport infrastructures. The definition of each operating segment within this group is based primarily on geography (country), type of activity, regulatory environment, type of customer and homogeneity of operating processes. – Gas Spain: regulated gas distribution business in Spain. – Gas Mexico: regulated gas distribution and supply in Mexico. – Gas Brazil: the regulated gas distribution and supply in Brazil. – Gas Argentina: regulated gas distribution and supply in Argentina. – Gas Chile: regulated gas distribution and supply in Chile. – Electricity Spain: regulated electricity distribution in Spain. – Electricity Panama: regulated electricity distribution and supply in Panama. – Electricity Argentina: regulated electricity distribution and supply in Argentina. This block also includes a holding company carrying out horizontal activities directly linked to this grouping's businesses. • Energy Markets: includes the deregulated business segments as follows: – Energy Management: This segment groups together activities characterised by operating in deregulated markets: • liquefied natural gas trading and shipping; • procurement and other gas infrastructure management, and supply to energy-intensive consumers; and • management of the Medgaz gas pipeline (equity-accounted). The grouping reflects similarities in risks and returns associated with exposure to market prices, active contract management and a focus on large consumers and energy operators, as well as the integration of the gas value chain in a competitive environment. – Thermal Generation: these segments are mainly defined according to geographical area (Spain and Latin America), the technology used (conventional generation using fossil fuels, nuclear and combined cycles) and the specific regulatory environment in each country. Operational processes and centralised asset management in each geography are also taken into account, allowing for the risks, returns and specific characteristics of each market to be reflected appropriately. • Spain: includes management of the conventional thermal generation fleet (which uses fuel for heat generation and which is not covered by a special regime) in Spain (nuclear and combined cycle). • Latin America: includes management of the conventional thermal generation facilities in Mexico, the Dominican Republic and Puerto Rico, the latter being equity-accounted through EcoEléctrica LP. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 5
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– Renewable Generation: these segments are defined according to geography (Spain, United States, Latin America and Australia), technology (wind, solar, small hydraulic, cogeneration and hydraulic), the regulatory framework, and the degree of development of the projects in each region. This segmentation makes it possible to reflect the differences in the competitive environment, regulatory incentives, and growth opportunities in each market. • Spain: includes management of facilities and generation projects using wind energy, mini hydro, solar and cogeneration, as well as hydroelectric power generation located in Spain, and the development portfolio in other European countries. • USA: includes managing photovoltaic generation projects in operation and under development in the United States of America (USA). • Latin America includes the management of the facilities and renewable electricity generation projects located in Latin America (Brazil, Chile, Costa Rica, Mexico and Panama). • Australia: includes management of the existing renewable power generation fleet and project pipeline in Australia. – Renewable Gases: management of renewable gas projects, mainly biomethane and green hydrogen. The definition of the segment reflects the innovative nature of the activities, the specific regulatory framework and the strategic focus on developing new sustainable energy solutions. – Supply: This segment is defined on the basis of the objective of the main activity, which consists of managing end customers of gas, electricity and services. Factors such as customer type (residential, industrial and commercial), product and service diversification, integration of new technologies and brand development in Spain are taken into account. A holding company carrying out cross-cutting activities directly linked to the grouping's businesses is also included. • Other: basically includes the corporation's operating expenses and other lesser and residual activities. Throughout the value chain, Naturgy's business model stands apart as a leader in the gas sector and a key player in the electricity sector, in both cases guaranteeing the continuity of supply, which is essential to providing a quality service and fulfilling the company's mission in society, delivering a broad range of value-added services and fostering sustainable innovation to drive development. Appendix I to the consolidated annual accounts details the companies that form part of Naturgy and the activities in which they engage. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 6
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Geographic footprint Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 7 USA Generation (563 MW, solar) and renewable generation projects (3.9 GW, solar and battery storage). Puerto Rico NG/LNG infrastructure (regasification plant) Dominican Republic Generation (198 MW, oil-fired). Mexico Gas distribution (15 states and 1.6 million customers) and generation (2,446 MW combined cycle and 234 MW, wind). Costa Rica Generation (50 MW, hydro). Panama Electricity distribution (Central and Western Panama, central provinces, Chiriqui and Bocas del Toro; 0.8 million customers) and generation (22 MW, hydro). Chile Gas distribution (7 regions and 0.7 million customers, gas transportation), NG/LNG supply and power generation (206 MW wind and 162 MW solar). Argentina Gas distribution (4 provinces and 30 districts of Greater Buenos Aires; 2.3 million customers) and electricity distribution (1 province; 0.3 million customers). Brazil Gas distribution (Rio de Janeiro State and Sao Paulo Sur; 1.2 million customers), NG/LNG supply and power generation (154 MW, solar). Spain Transport, distribution and supply of gas and electricity. Generation (CCGT, nuclear, hydro, wind, solar, cogeneration, small hydro and battery storage projects). Renewable gases with biomethane projects and green hydrogen projects Portugal NG/LNG supply and electricity supply Ireland NG/LNG supply. France NG/LNG supply. Montoir regasification. Italy Renewable power generation projects (0.9 GW). China NG/LNG supply. Oman NG/LNG procurement. Australia Power generation (758 MW wind, 128 MW solar and 65 MW battery storage) and renewable generation projects (2.3 GW wind, solar and battery storage). Algeria NG/LNG procurement and Medgaz pipeline. Gas flow. Medgaz gas pipeline. Liquefaction plant. Regasification plant. Leased regasification plant. Long-term gas contracts. Photovoltaic energy. Wind energy. Hydropower and small hydro power. Renewable gases. USA: Sabine Pass and Corpus Christi Trinidad and Tobago Nigeria Norway Russia Yamal
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Leadership in the gas business Gas Distribution Networks Infrastructure Procurement Renewable Gases Supply 11.1 million supply points. 138,247 km of network. LNG carriers (long-term leases). Medgaz transportation pipeline. ~ 21 bcm supply portfolio. 4.1 MW of biomethane installed capacity. 241.9 TWh of gas supplied. Our positioning Spain Leader in Spain with a 70% market share, distributing natural gas in more than 1,220 municipalities in ten autonomous regions to 5.3 million customers. Latin America Latin America's leading distributor. More than 5.8 million customers. Presence in Argentina, Brazil, Chile, Mexico and in five of the largest cities in those countries. Eight LNG carriers (1.29 Mm3). 24.5% interest in the Medgaz gas pipeline. Stake in the Ecoeléctrica regasification plant. Leased storage capacity: 0.8 bcm. Business model based on diversification and flexibility that has made Naturgy a global operator with a strong international profile. Naturgy has procurement contracts with suppliers worldwide for natural gas, both gaseous (NG) and liquefied (LNG). Biomethane: 23.8 GWh of biomethane and bio-LNG produced and supplied. Three company-owned plants, one under construction and a portfolio of over 70 projects under development for producing biogas and upgrading to biomethane for injection into the natural gas grid. Green hydrogen: Naturgy is developing green hydrogen projects in just transition areas and is studying its use to produce biofuels of non- organic origin. More than 3.3 million retail and industrial customers in Spain, and LNG sales in numerous countries worldwide. A global operator with the flexibility to tap markets offering attractive margins. 41.7% market share in gas contracts in Spain. Competitive supply to combined cycle plants (CCGT). Our strength Naturgy is a leader in the markets where it operates, affording it an excellent platform for organic growth, in terms both of attracting new customers in municipalities with gas and of expanding networks to areas without gas. Naturgy has an integrated gas infrastructure that affords it considerable stability, making its operations more flexible and enabling it to transport gas to the best business opportunities. Naturgy has a diversified and flexible portfolio of procurement contracts, with review mechanisms in case of price discrepancies. The existence in parallel and gradual substitution of renewable gases in the group's current distribution infrastructure will drive decarbonisation in both existing networks and in sectors that use gas (manufacturing, residential and transportation). Naturgy has a diversified portfolio of end customers and supplies gas in Spain and other countries. Naturgy is a leader in dual energy supply and offers a broad range of value-added services. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 8
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A key player in the electricity business Electricity Distribution Networks Thermal Generation Renewable Generation Supply 5.0 million supply connections. 158,557 km of network. 10.7 GW of generation capacity. 8.0 GW of generation capacity. 21.8 TWh of electricity supplied. Our positioning Spain The third-largest operator in the Spanish market, distributing electricity to 3.9 million customers. Latin America Presence in Argentina and Panama with 1.1 million customers. Naturgy has a leading position in the markets where it operates. Spain 8.0 GW of capacity (7.4 GW CCGT and 0.6 GW nuclear). Coal-fired power generation was discontinued in June 2020. Naturgy's market share is 21%. International 2.6 GW of capacity: 2.4 GW CCGT (Mexico) and 0.2 GW oil-fired (Dominican Republic). Spain 5.7GW of capacity (2.1 GW hydroelectric, 2.5 GW wind, 1.1 GW solar and 0.1 GW cogeneration). Naturgy's market share, excluding cogeneration, is 5.8%. International 2.3GW of capacity: 0.1 GW hydroelectric (Costa Rica and Panama), 1.2 GW wind (Mexico, Chile and Australia), and 1.0 GW solar (USA, Brazil, Chile and Australia). Leader in the large consumer and residential segments, with a total market share of 14.3% in Spain. One of the main traders in the Spanish market. A dual energy offering and a broad range of value-added services. Our strength Naturgy is efficient in terms of operation and maintenance costs in the electricity distribution business. Naturgy has considerable know-how in the power generation technologies it operates and its infrastructure can adapt to the needs of each energy model and to the reality of each country. Naturgy has a good position focused on growth, which will enable it to seize investment opportunities in power generation in these geographies. Naturgy is a leader in the combined supply of natural gas and electricity, which provides major advantages such as lower service costs, integrated customer care and lower acquisition costs, not to mention greater customer loyalty. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 9
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1.3. Corporate governance model Attached as an annex and forming an integral part of this Directors' Report are the Annual Report on Corporate Governance 2025 and the Annual Report on Director Remuneration 2025, as required by article 538 of the Capital Companies Law. Corporate governance model Naturgy is governed in accordance with the principles of efficacy, transparency and accountability in line with the main international recommendations and standards. The internal terms of reference in the area of corporate governance comprise mainly: – Articles of Association (updated in 2025). – Regulations for the Organisation and Operation of the Board of Directors and its Committees (updated in 2025). – Regulations of the General Meeting of Shareholders (updated in 2022). – Global Sustainability Policy, replacing the Environment Policy and Human Rights Policy (updated in 2025). – Declaration of Principles and Policies, replacing the Corporate Responsibility Policy (updated in 2025). – Code of Ethics (updated in 2024). As at 31 December 2025 and 2024, the main shareholders of Naturgy are as follows: Interest in share capital % 2025 2024 - Fundación Bancaria Caixa d'Estalvis i Pensions de Barcelona, "la Caixa" (1) 26.0 26.7 - BlackRock, Inc. (2) 12.5 20.9 - CVC Capital Partners PLC (3) (4) 13.8 20.7 - Corporación Financiera Alba, S.A. (3) (5) 5.0 — - IFM Global Infrastructure Fund (6) 15.5 16.9 - Sonatrach (7) 4.1 4.1 (1) Holding through Criteria Caixa, S.A.U. (2) The indirect shareholding is held mainly through GIP III Canary 1, S.à r.l., which has a direct shareholding of 11.422% (20.641% as at 31 December 2024). Additionally, as at 31 December 2025, BlackRock, Inc. holds 0.092% of voting rights through financial instruments. (3) On 18 December 2025, Corporación Financiera Alba, S.A. (Alba), Rioja Investments S.à r.l., Rioja Luxembourg, S.à r.l. and Rioja Acquisition, S.à r.l. have agreed to reorganise the investment structure in Naturgy, consisting of Alba ceasing to be a partner of Rioja Luxembourg, S.à r.l. and, indirectly, of Rioja Acquisition, S.à r.l. As a result of this reorganisation, Alba Europe S.à r.l. now directly holds some of the shares in Naturgy that were previously owned by Rioja Acquisition, S.à r.l. Consequently, on the same day, these companies agreed to terminate the shareholders' agreement that had been in force since 2018 and to replace it with a new shareholders' agreement between them in relation to Naturgy. (4) Through Rioja Acquisitions S.à r.l. (5) Through Alba Europe, S.à r.l. (6) Through Global InfraCo O (2), S.à r.l. (7) Société Nationale pour la Recherche, la Production, le Transport, la Transformation et la Commercialisation des Hydrocarbures. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 10
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Naturgy's governance structure is as follows: Shareholders' Meeting Any person who is a shareholder of record five days before the Shareholders' Meeting is entitled to attend. Board of Directors The Board of Directors of Naturgy operates via plenary meetings and committees, in accordance with the provisions of the Capital Companies Law. Accordingly, the Board of Directors of Naturgy has an Audit and Control Committee, an Appointments, Remuneration and Corporate Governance Committee and a Sustainability Committee, whose functions are substantially as set out in the Act or those that the Board of Directors has considered appropriate to attribute to them by delegation. Independent directors make up the majority of the Audit and Control Committee. All of the Board committees are chaired by independent directors. Since the Chairman of the Board of Directors of Naturgy is also an executive director, the company has appointed a lead independent director to mitigate potential conflicts of interest. This position is held by Ms. Helena Herrero Starkie, an independent director who is a member of the Audit and Control Committee and Chairman of the Sustainability Committee. Pursuant to Article 529 septies of the Capital Companies Law, the lead independent director is empowered to request the convening of meetings of the Board of Directors or the inclusion of additional items on the agenda and to coordinate and convene meetings of the non-executive directors. Naturgy also has a Conflicts of Interest Policy, approved in May 2021, that is applicable to all Group employees, including the Executive Chairman. The policy establishes the guidelines to be followed by employees in the event of a conflict of interest, based on the principles of loyalty, abstention and transparency in pursuit of a resolution. The main issues considered by the Board of Directors and its committees within their remit in 2025, as well as all issues related to corporate governance, are detailed in the Annual Report on Corporate Governance, attached as an Appendix of this document. The Board of Directors of Naturgy has 15 members, the Audit and Control Committee has 5 members, the Appointments, Remuneration and Corporate Governance Committee has 5 members and the Sustainability Committee has 4 members. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 11
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The composition of the Board of Directors and its committees on 31 December 2025 is as follows: Board of Directors Audit and Control Committee Appointments, Remuneration and Corporate Governance Committee Sustainability Committee Category of director Date first appointed Executive Chairman Mr. Francisco Reynés Massanet Executive 6/02/2018 Lead director Mrs. Helena Herrero Starkie Vocal Chairman Independent 4/05/2016 Vocal Mrs. Lucy Chadwick Vocal Dominical 16/03/2020 Vocal Mrs. Isabel Estapé Tous Vocal Dominical 16/03/2020 Vocal Mr. Ramón Adell Ramón Vocal Dominical 11/02/2022 Vocal Mr. Rajaram Rao Vocal Dominical 21/09/2016 Vocal Mr. Javier de Jaime Guijarro Vocal Dominical 25/03/2025 Vocal Mr. Pedro Sainz de Baranda Vocal Chairman Independent 27/06/2018 Vocal Mr. Claudi Santiago Ponsa Chairman Vocal Independent 27/06/2018 Vocal Mr. José Antonio Torre de Silva López de Letona Vocal Dominical 28/03/2023 Vocal Mr. Jaime Siles Fernández-Palacios Vocal Dominical 11/02/2022 Vocal Mrs. María Isabel Gabarró Miquel Vocal Dominical 25/03/2025 Vocal Mr. Martín Catchpole Dominical 25/03/2025 Vocal Mr. Nicolás Villén Jiménez Dominical 25/03/2025 Vocal Mrs. Marta Martínez Alonso Dominical 25/03/2025 Secretary (not a director) Mr. Manuel García Cobaleda Secretary (not a director) Secretary (not a director) Secretary (not a director) N/A 29/10/2010 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 12
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Management structure There is only one executive director, as described in the previous section, to whom the Board has delegated all its functions except those that the law or the Regulation of the Board of Directors do not permit to be delegated. Accordingly, the Chairman of the Board of Directors has responsibility for all of the Group's businesses. The Group has a structure of executives and managers with the necessary powers to conduct the company's operations and undertake basic activities relating to its management. The personnel with executive responsibility that report directly to the Executive Chairman, Mr. Francisco Reynés Massanet, are considered to be members of the Management Committee. As at 31 December 2025, the Management Committee is comprised of the Executive Chairman and the following: – Procurement and Wholesale Markets Department, headed by Mr. Jon Ganuza Fernández de Arroyabe. – Network Department, headed by Mr. Pedro Larrea Paguaga. – Renewable Generation Department, headed by Mr. Jorge Barredo López. – Renewable Gases Department, headed by Mr. José Luis Gil Sánchez. – Supply Department, headed by Mr. Carlos Francisco Vecino Montalvo. – Technology and Systems Department, headed by Mr. Rafael Blesa Martínez. – Financial Markets and Corporate Development Department, headed by Mr. Steven Douglas Fernández Fernández. – Company Secretariat and Secretariat of the Board of Directors, headed by Mr. Manuel García Cobaleda. – Public Affairs and Sustainability Department, headed by Mr. Jordi García Tabernero. – People and Resources Department, headed by Mr. Enrique Tapia López. In addition to the members of the Management Committee, the executives who report directly to the Board, its committees or to the Company's chief executive, Mr. Francisco Reynés Massanet, are classified as senior management. As at 31 December 2025, this refers to the following persons: – Planning and Control Department, headed by Ms. Rita Ruiz de Alda Iparraguirre. – Consolidation and Administration Department, headed by Mr. Gabriel Alejandro Deseff Rodriguez. – External Communication Department, headed by Mr. Víctor Manuel Márquez Moya. – Compliance Unit, headed by Ms. María Isabel González Alfaro. – Environment and Social Responsibility Department, headed by Ms. Nuria Rodríguez Peinado. – Internal Audit Department, headed by Ms. Eva Fernández Roselló. 1.4. Regulatory environment Appendix IV. Regulatory Environment to the consolidated annual accounts contains a description of the regulations governing the industry and the electricity and gas system in the markets in which Naturgy operates. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 13
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2. Business performance and results 2.1. Main aggregates Main financial aggregates 2025 2024 Change (%) Net sales 19,455 19,267 1.0 EBITDA 5,334 5,365 (0.6) Operating Profit 3,580 3,549 0.9 Consolidated profit attributable to the parent company 2,023 1,901 6.4 Capital expenditure (CAPEX) 2,142 2,280 (6.1) Net financial debt 12,317 12,201 1.0 Free cash flow after minorities 2,242 1,418 58.1 Key financials & metrics 2025 2024 Leverage (%) 52.0 % 51.1 % EBITDA/Net financial debt cost 10.1x 10.9x Net financial debt/EBITDA 2.3x 2.3x Main stock market ratios and shareholder remuneration 2025 2024 Total no. of shares ('000) 969,614 969,614 Average no. of shares outstanding ('000) 1 930,411 960,734 Share price at 31/12 (Euros) 25.92 23.38 Market capitalisation at 31/12 (Euros million) 25,132 22,670 Earnings per share (Euros) attributable to the parent company 2.17 1.98 Dividend paid 2 1,682 1,357 1 Calculated using the average number of outstanding shares in the year (average number of ordinary shares minus average number of treasury shares). 2 Dividends paid, net of those received by group companies, amount to Euros 1,676 million and Euros 1,345 million as at 31 December 2025 and 2024, respectively. Key operating figures Distribution 2025 2024 Gas distribution (GWh) 384,039 392,953 Electricity distribution (GWh) 34,684 34,410 Gas supply points ('000) 11,077 11,066 Electricity supply points ('000) 4,951 4,913 Gas distribution network (km) 138,247 137,567 Length of electricity transmission and distribution network (km) 158,557 157,165 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 14
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Gas 2025 2024 Supply (GWh) 133,523 123,972 International LNG (GWh) 108,333 110,117 Total gas supply (GWh) 241,856 234,089 Electricity 2025 2024 Supply (GWh) 18,785 18,111 Electricity sales (GWh) 3,021 1,414 Total Electric supply (GWh) 21,806 19,525 Installed capacity thermal generation (MW) 10,675 10,675 Installed capacity renewable excluding batteries (MW) 8,020 7,254 Total installed capacity (MW) 18,695 17,929 Battery storage (MW) 65 65 Net production thermal generation (GWh) 32,988 28,279 Net production renewable (GWh) 15,188 14,381 Total net production (GWh) 48,176 42,660 Environmental and social performance Environment 2025 2024 Power generation emission factor (t CO2/GWh) 244 234 Greenhouse gas (GHG) emissions (M tCO2 eq) 1 13.4 11.9 Emissions-free installed capacity (%) 2 46.0 43.7 Emissions-free net production (%) 2 39.4 43.0 Interest in people 2025 2024 No. of employees at year-end 3 6,764 6,941 Training hours per employee 4 49.6 46.0 Women representation (%) 3, 5 36.8 35.4 Health and safety 2025 2024 No. of accidents leading to days lost 6 12 Frequency 6 0.46 0.89 Commitment to society and integrity 2025 2024 Economic value distributed (Euros million) 7 17,689 17,173 No. of complaints received by the Ethics Committee 125 117 1 GHG: greenhouse gases, measured as tCO2 equivalent (scope 1 and 2). 2 According to the criteria used in the Non-Financial Information Statement and Sustainability Report. 3 Does not include the number of employees at businesses classified as discontinued operations (8 persons in 2025 and 12 persons in 2024) or employees of companies carried by the equity method (56 persons at 31 December 2025 and 2024). 4 Considering the workforce managed, according to the Non-Financial Information Statement and Sustainability Report. 5 Considering the workforce managed by the Group, according to the Consolidated Non-Financial Information Statement (previously calculated on the basis of the workforce managed in Spain). The information for 2024 has been restated for consistency. 6 The information for 2024 has been restated in accordance with the criteria of Commission Delegated Regulation (EU) 2023/2772 and is now calculated per million hours worked (previously it was calculated per 200,000 hours worked, in line with OSHA criteria). 7 Defined in Appendix I – Alternative Performance Metrics. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 15
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2.2. Executive summary During 2025, gas and electricity prices remained higher on average than in 2024, driven by ongoing geopolitical tensions and macroeconomic uncertainty. These factors contributed to a decoupling between gas and oil price indexes, with oil prices in 2025 below their average for 2024. In 2025, Naturgy's EBITDA reached a record Euros 5,334 million, as in 2024. These solid results reflect the Group's diversification and resilience, with a balanced combination of risks, geographies and regulated and liberalised activities. Consolidated profit attributable to the parent company reached Euros 2,023 million, an increase of 6.4% over 2024. Cash flow was strong in 2025, maintaining a solid statement of financial position despite the Euros 2,332 million share buyback completed in June 2025. The majority of the repurchased shares have already been reallocated to institutional investors in the capital markets through accelerated placements in August and October 2025. Results in the regulated activities were stable after adjusting for the extraordinary events of 2024, driven by higher regulatory remuneration in Spain Electricity and tariff updates in Latin America, offset by a negative currency effect. Energy Management made a decisive contribution to results in Naturgy's liberalised businesses, supported by a competitive gas procurement and proactive risk management. Thermal Generation business achieved good results, especially in Spain, mainly as a result of increased production in the ancillary service markets. These results highlight the essential role of flexible generation assets (particularly combined cycle gas plants or CCGTs) in maintaining system stability and security of supply. As renewable penetration continues to increase, so does the system's reliance on CCGTs to provide critical balancing and support services. Naturgy also continued to expand its installed renewable capacity, making progress in decarbonisation. Renewables results improved moderately, supported by higher installed capacity, particularly in Australia. In Spain, the increase in renewable capacity was offset by lower hydroelectric and wind power production. Additionally, in 2025, the Group recognised total revenue of Euros 146 million plus updated interests, related to the recovery of the Special Tax on Hydrocarbons (IEH) borne between 2014 and 2018. Supply business reported lower results after benefiting in 2024 from the favourable court ruling on the energy subsidy. During 2025, investments amounted to Euros 2,142 million, mainly in Distribution Networks and Renewable Generation businesses. In line with the 2025-2027 Strategic Plan, investment in Distribution Networks accounted for 47% of total investment compared to 40% in 2024, while investment in the Renewable Generation business represented 36% of total investment, compared to 44% in 2024. The installed capacity in Renewable Generation reached 8.0 GW, with 1.2 GW of additional capacity currently under construction. Capital discipline and profitability continue to be the cornerstones in the current environment, while focusing selectively on growth in renewables. Naturgy also continues to make progress in the field of Renewable Gases, where it has three alliances: two with agricultural and livestock waste management companies (Hispania Silva and Bioeco Energías) and a third project with a project developer (ID Energy) to develop biomethane plants throughout Spain by 2030. The Group continues to aspire to be the leading developer in the promotion of renewable gases in Spain; it is well positioned to take advantage of this opportunity and ready to deploy significant investments and resources in this business. At 2025 year-end, Naturgy's net financial debt reached to Euros 12,317 million, compared to Euros 12,201 million in 2024. The ratio of net financial debt to EBITDA stood at 2.3x, even after the impact of the Euros 2,332 million share buyback completed in June 2025. In addition, an accelerated share placement transaction was carried out on 7 August for a net amount of Euros 495 million, and another placement was carried out on 9 October for a net amount of Euros 879 million. Both transactions were part of the 2025-2027 Strategic Plan and enabled the company to achieve its objective of increasing free float, boosting share liquidity and returning to the main stock market indices. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 16
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As for shareholder remuneration during 2025, Naturgy distributed Euros 1,676 million in dividends (net of the amount received by group companies), including a 2024 supplementary dividend amounting to €0.60 per share in cash, paid in April 2025, and two interim dividends out of 2025 earnings each amounting to €0.60 per share, paid in July and November 2025, respectively. As part of the 2025-2027 Strategic Plan presented in February 2025, Naturgy revised its dividend distribution policy and established a plan to steadily increase the annual dividend from €1.7 per share in 2025 to €1.90 per share in 2027, subject to maintaining a BBB credit rating. Following the completion of the tender offer for own shares, treasury stock amounted to 4.5% of total capital. Dividends will be paid to all shares not classified as direct treasury stock on the date the distribution is determined. A total dividend of € 1.77 per share out of 2025 earnings will be proposed to the Annual Shareholder’s Meeting, in accordance with the established dividend policy. The supplementary dividend of € 0.57 per share will be payable from 31 March 2026, subject to approval of the General Shareholders' Meeting. Tender offer and subsequent placement During 2025, Naturgy carried out significant transactions within the framework of its 2025-2027 Strategic Plan with the aim of restoring adequate levels of free float, promoting the share's liquidity and strengthening its presence in international stock market indices. In this context, the Group made a voluntary tender offer to acquire 88 million own shares, which was executed in June 2025, followed by various orderly placements of treasury stock on the market. For further details, see Section 10.1, "Own shares," of this document. MSCI (Morgan Stanley Capital International) In February 2024, Morgan Stanley Capital International (MSCI), a global benchmark for institutional investments and numerous mutual funds and exchange-traded funds, announced changes to the composition of several of its indexes. As a result, Naturgy ceased to be a component of several MSCI indices, effective as of market close on the last business day of February 2024. The exclusion was based on the market value of Naturgy's free float, which had fallen below MSCI's minimum inclusion thresholds, and was unrelated to the Group's operating and financial performance. Naturgy carried out a number of transactions that restored its free float to appropriate levels. As a result, Naturgy was reinstated in the main stock market indices, notably the MSCI indices, in November 2025. Changes in the shareholder structure There were significant changes in the shareholder structure in 2025 as a result, among other factors, of the goal of restoring free float and strengthening the company's presence in stock market indices. For further details, see Section 1.3, "Corporate governance model", of this document. Energy demand and commodity prices Average gas and electricity prices in Europe were higher in 2025 than in 2024, influenced by macroeconomic uncertainty, geopolitical developments and lower temperatures. These factors contributed to a decoupling between gas and oil price indices, with Brent trading below 2024 average. In this context, the HH, TTF and JKM indices stood on average 52%, 12% and 8%, respectively, above their 2024 levels. In addition, wholesale electricity prices were 4% higher on average than in 2024. In contrast, average Brent prices were 14% lower than in 2024. Demand performance was mixed across the various markets. Mexico Gas remained stable, while demand declined by 8.2% in Brazil Gas, 8.1% in Argentina Gas, 4.4% in Chile Gas and 0.8% in Spain Gas. Demand in Spain Electricity increased by 1.5%, while Argentina Electricity and Panama Electricity experienced declines of 4.5% and 0.2%, respectively. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 17
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2.3. Key comparability factors Reporting structure The structure of the operating segments, in two main blocks, was maintained in 2025: Distribution Networks and Energy Markets. Changes in consolidation scope There were no material transactions in 2025 such as to affect the comparability of the information for 2025 with that for 2024. The changes in consolidation scope in 2025 and 2024 are detailed in section 2.4.1.d. and Appendix II about changes in consolidation scope in 2025 consolidated annual accounts. Foreign exchange impact Exchange rate fluctuations during 2025 and their effect are detailed below: Currency Average exchange rate 2025 Change (%) EBITDA Consolidated profit attributable to the parent company USD/€ 1.13 4.4 (33) (14) MXN/€ 21.67 9.3 (28) (7) BRL/€ 6.31 8.2 (24) (7) ARS/€ (1) 1,703.62 59.6 (94) (48) CLP/€ 1,074.05 5.2 (16) (7) Other (5) 1 Total (200) (82) (1) Exchange rate as at 31 December 2025, as Argentina is classified as a hyperinflationary economy. During 2025, currency fluctuations had a negative impact of Euros 200 million on EBITDA and Euros 82 million on consolidated profit attributable to the parent company. The main currencies in which the Group operates depreciated against the euro in comparison with 2024. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 18
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2.4. Consolidated results 2025 2024 Change (%) Net sales 19,455 19,267 1.0 EBITDA 5,334 5,365 (0.6) Depreciation, amortisation and impairment losses (1,612) (1,524) 5.8 Impairment due to credit losses (139) (90) 54.4 Other results (3) (202) (98.5) Operating Profit 3,580 3,549 0.9 Net financial income/ (expenses) (504) (465) 8.4 Profit of entities recorded by equity method 142 120 18.3 Corporate income tax (833) (835) (0.2) Profit for the year from discontinued operations, net of taxes — (22) — Non-controlling interest (362) (446) (18.8) Consolidated profit attributable to the parent company 2,023 1,901 6.4 Net sales Net revenue amounted to Euros 19,455 million in 2025, an increase of 1.0% on 2024. This was the result of higher gas and electricity prices, as well as increased production by CCGT plants in Spain, which boosted the liberalised activities, together with an increase in regulated remuneration in Spain Electricity and tariff updates in Latin America, partially offset by currency depreciation. EBITDA Consolidated EBITDA amounted to Euros 5,334 million in 2025, keeping record levels in line with 2024. The Group achieved solid results, with a balanced contribution from the various geographies and regulated and liberalised activities. The results were supported by a higher contribution from liberalised activities, particularly Thermal Generation in Spain, driven by higher demand and production in the ancillary markets. Additionally, the business recognised total revenue of Euros 146 million plus updated interests, related to the recovery of the Special Tax on Hydrocarbons (IEH) borne between 2014 and 2018. The comparison of the regulated businesses was affected by the positive impact in 2024 of the adjustment of the provision at Gas Chile related to the TGN litigation. In the Energy Markets business, Energy Management posted solid results, benefiting from the diversification of procurements and proactive hedging of LNG volumes in USA. Renewable Generation results improved moderately, supported by higher installed capacity. Supply business saw earnings decline year-on-year, mainly as a result of the recognition in the first half of 2024 of the Euros 63 million of indemnity plus interest for the amounts paid to finance the energy subsidy in the deregulated market that was paid by Naturgy's supply companies. The comparative breakdown of EBITDA by business is as follows: 2025 2024 Change (%) Distribution Networks 2,710 2,872 (5.6) Energy Markets 2,722 2,542 7.1 Rest (98) (49) 100.0 EBITDA 5,334 5,365 (0.6) Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 19
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Operating results Depreciation, amortization and impairment losses in 2025 amounted to Euros 1,612 million, an increase of 5.8% compared to 2024 because of higher installed capacity and investments. In 2025, impairment losses were recognised for a net amount of Euros 11 million, relating to impairment losses on wind farms and projects in Spain Renewable Generation (Euros 56 million), the net reversal of impairment losses on assets in USA Renewable Generation (Euros 15 million) and the net reversal of impairment losses recognised previously in Argentina Gas (Euros 30 million). In 2024, a net reversal amounting to Euros 18 million was recognised, mainly as a result of the reversal of the impairment loss recognised in 2020 at Argentina Gas (Euros 38 million) and other impacts at Spain Thermal Generation and USA and Spain Renewable Generation. For further details, see Note 4. “Non-financial asset impairment losses” in the 2025 Notes to the consolidated annual accounts. Impairment due to credit losses amounted to Euros 139 million in 2025, 54.4% more than in 2024. The comparison with the previous year is affected by the reversal of provisions associated with arbitration proceedings that concluded in 2024, following the publication of the respective rulings. For further details, see the section entitled "Credit risk" in Note 18 "Risk management and derivative financial instruments" in the 2025 Notes to the consolidated annual accounts. "Other results" include impacts related to updates on litigation and arbitration. In particular, a provision was reversed in 2025 due to the agreement reached between Metrogas, S.A., a Naturgy Group subsidiary in Chile, and Transportadora de Gas del Norte, S.A. (TGN) to end all the legal disputes initiated in 2011 that were pending before the courts of Argentina, along with other minor negative impacts. Results in 2024 included the negative impact of the award handed down in June 2024 in the arbitration between EDP and Naturgy, as well as the update of the provision for claims by Transportadora de Gas del Norte, S.A. (TGN) against Metrogas (see Note 36 "Litigation and arbitration, guarantees and commitments" in the 2025 Notes to the consolidated annual accounts). Net financial income 2025 2024 Change (%) Cost of net financial debt (529) (490) 8.0 Other financial expenses/income 25 25 — Net financial income/ (expenses) (504) (465) 8.4 Net financial income amounted to Euros 504 million, 8.4% more than in 2024. The cost of net financial debt increased slightly due to higher financial liabilities, despite the lower average cost of gross financial debt (3.9%, vs. 4.0% in 2024), excluding the cost of lease financial liabilities and other refinancing costs in both cases. Additionally, "Other financial expenses/income" was affected in 2025 by default interests arising from the recovery of the Special Tax on Hydrocarbons (IEH), while in 2024 this item mainly reflected the reversal of provisions. As at 31 December 2025, 66% of gross debt is at fixed rates and 67% is denominated in euro. Profit of entities recorded by equity method Profit of entities recorded by equity method amounted to Euros 142 million, compared with Euros 120 million in 2024, corresponding to Ecoelectrica (Euros 72 million), Chile Gas (Euros 33 million), Medina/Medgaz (Euros 21 million), Qalhat (Euros 5 million), Spain Renewable Generation companies (Euros 2 million) and other subsidiaries (Euros 9 million). The 18.3% increase with respect to 2024 is due mainly to improved results from associates in Spain Renewable Generation, Chile Gas and EcoElectrica, partially offset by lower results from Qalhat. Corporate income tax The effective tax rate in 2025 was 25.9%, compared with 26.1% in 2024. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 20
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Profit for the year from discontinued operations, net of taxes As at 31 December 2025, the Group had not generated any profit or loss from discontinued operations. In 2024, the “Result of the year from discontinued operations, net of taxes” amounted to a loss of Euros 22 million, including Euros 18 million for the re-estimation of the indemnity agreed with the buyer of the Electricity Distribution Chile business, whose sale was completed in July 2021, and Euros 4 million associated with the sale of the Gas Distribution Italy business completed in February 2018. Consolidated profit attributable to the parent company Consolidated profit attributable to the parent company amounted to Euros 2,023 million in 2025, an increase of 6.4% compared to 2024. Income attributed to non-controlling interests Income attributed to non-controlling interests totalled Euros 362 million in 2025, i.e. a year-on year reduction of 18.8%, as detailed below: 2025 2024 Change (%) Spain Gas (61) (66) (7.6) Chile Gas (93) (159) (41.5) Other affiliates (1) (192) (198) (3.0) Other equity instruments (16) (23) (30.4) Total (362) (446) (18.8) (1) Including companies in the following segments: Latin America Renewable Generation, Australia Renewable Generation, Latin America Thermal Generation, Brazil Gas, Mexico Gas, Argentina Gas and Panama Electricity. The decrease is due mainly to Chile Gas following the positive impact in the first half of 2024 of reversing the provision for Transportadora de Gas del Norte, S.A. (TGN). The reduction in "Other equity instruments", which includes accrued interest on deeply subordinated notes (hybrids), is attributable to the redemption without replacement of Euros 500 million in April 2024 and Euros 169 million in May 2025 as part of a liability management operation. As at 31 December 2025, the nominal amount of outstanding hybrids was Euros 331 million. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 21
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2.5. Results by business unit 2.5.1. Distribution Networks Below is the detail of the reported EBITDA for the period ended 31 December 2025 and 2024: 2025 2024 Change (%) Distribution Networks 2,710 2,872 (5.6) Spain Gas 756 763 (0.9) Mexico Gas 245 274 (10.6) Brazil Gas 288 298 (3.4) Argentina Gas 147 136 8.1 Chile Gas 304 448 (32.1) Spain Electricity 741 670 10.6 Panama Electricity 210 238 (11.8) Argentina Electricity 44 63 (30.2) Holding and eliminations (25) (18) 38.9 EBITDA in Distribution Networks decreased by 5.6% to Euros 2,710 million in 2025, mainly as a result of the positive impact at Chile Gas in 2024 of adjusting the provision related to the TGN (Transportadora de Gas del Norte, S.A.) litigation and a negative currency effect amounting to Euros 172 million. Meanwhile, Mexico Gas, Argentina Gas, Brazil Gas and Argentina Electricity benefited from tariff updates, which were partially offset by currency depreciation (with negative impacts of Euros 24 million, Euros 69 million, Euros 22 million and Euros 25 million, respectively). The improvement in Spain Electricity was due to investments expanding the asset base and the recognition of higher remuneration that was overdue from previous years. Spain Gas was affected by the annual adjustment in regulated remuneration. Lately, Panama Electricity reported a lower margin due to lower recovery of price deviations. Spain Gas Results 2025 2024 Change (%) Net sales 992 987 0.5 Procurement (94) (54) 74.1 Gross margin 898 933 (3.8) Other operating income 31 34 (8.8) Personnel expenses (51) (80) (36.3) Taxes (19) (16) 18.8 Other operating expenses (103) (108) (4.6) EBITDA 756 763 (0.9) Depreciation, provisions and other results (257) (261) (1.5) EBIT 499 502 (0.6) In 2025, EBITDA amounted to Euros 756 million, 0.9% less than in 2024, mainly as a result of the negative regulatory adjustment to the remuneration for gas distribution in the reporting year, in line with the current regulatory framework. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 22
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Main aggregates The main aggregates in the Gas Distribution Networks activity in Spain are as follows: 2025 2024 Change (%) TPA - Sales (GWh) 158,928 160,138 (0.8) LPG Sales (tn) 67,388 63,044 6.9 Distribution network (km) 57,206 57,093 0.2 Increase in connection points, thousand (18) (21) (14.3) Connection points (thousand) at 31/12 5,312 5,331 (0.4) Gas sales, excluding LPG, remained stable compared to 2024 (a slight reduction of 0.8%). The number of gas distribution connection points remained relatively stable, declining by just 0.4% year-on-year. Mexico Gas Results 2025 2024 Change (%) Net sales 798 671 18.9 Procurement (495) (346) 43.1 Gross margin 303 325 (6.8) Other operating income 16 22 (27.3) Personnel expenses (24) (21) 14.3 Taxes (1) (1) — Other operating expenses (49) (51) (3.9) EBITDA 245 274 (10.6) Depreciation, provisions and other results (68) (73) (6.8) EBIT 177 201 (11.9) EBITDA decreased by 10.6% to Euros 245 million, mainly as a result of the negative exchange rate effect (Euros 24 million). These negative effects were partially offset by tariff updates. Main aggregates The main aggregates in this area are as follows: 2025 2024 Change (%) Gas activity sales (GWh) 52,367 52,372 — Gas sales 24,062 24,115 (0.2) TPA 28,305 28,257 0.2 Distribution network (km) 23,435 23,317 0.5 Increase in connection points (thousand) 10 10 — Connection points (thousand) at 31/12 1,591 1,581 0.6 Gas sales remained stable year-on-year. The number of connection points increased slightly, by 0.6% with respect to 2024. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 23
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Brazil Gas Results 2025 2024 Change (%) Net sales 1,045 1,502 (30.4) Procurement (668) (1,116) (40.1) Gross margin 377 386 (2.3) Other operating income 37 39 (5.1) Personnel expenses (22) (19) 15.8 Taxes (6) (6) — Other operating expenses (98) (102) (3.9) EBITDA 288 298 (3.4) Depreciation, provisions and other results (65) (67) (3.0) EBIT 223 231 (3.5) EBITDA in 2025 amounted to Euros 288 million, down 3.4% with respect to 2024. This decrease is due mainly to the negative exchange rate effect (Euros 22 million), which was partially offset by the tariff update due to inflation in Rio de Janeiro. Main aggregates The main aggregates in this area are as follows: 2025 2024 Change (%) Gas activity sales (GWh) 40,566 44,169 (8.2) Gas sales 24,355 31,621 (23.0) TPA 16,211 12,548 29.2 Distribution network (km) 8,492 8,422 0.8 Increase in connection points (thousand) 5 5 — Connection points (thousand) at 31/12 1,196 1,191 0.4 Gas sales decreased by 8.2% year-on-year as a result of lower industrial consumption and the greater availability of hydro resource in the power generation segment. The number of connection points remained relatively stable, having increased by just 0.4%. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 24
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Argentina Gas Results 2025 2024 Change (%) Net sales 598 642 (6.9) Procurement (320) (346) (7.5) Gross margin 278 296 (6.1) Other operating income 26 20 30.0 Personnel expenses (38) (51) (25.5) Taxes (40) (42) (4.8) Other operating expenses (79) (87) (9.2) EBITDA 147 136 8.1 Depreciation, provisions and other results 11 16 (31.3) EBIT 158 152 3.9 In 2025, EBITDA amounted to Euros 147 million, 8.1% more than in 2024, mainly due to tariff updates, as the five- year review from May 2025 offset the negative exchange rate effect (Euros 69 million in the period). In 2025,a a net reversal impairment was recognised, in the amount of Euros 30 million, under "Depreciation, amortisation and impairment losses". In 2024, impairment was reversed in the amount of Euros 38 million, recognised under "Depreciation, amortisation and impairment losses". Both reversals were related mainly to the estimated impacts of the tariff reviews on this business's cash flow projections. Main aggregates The main aggregates in this area are as follows: 2025 2024 Change (%) Gas activity sales (GWh) 93,342 101,541 (8.1) Gas sales 40,311 35,278 14.3 TPA 53,031 66,263 (20.0) Distribution network (km) 40,662 40,364 0.7 Increase in connection points (thousand) 6 1 500.0 Connection points (thousand) at 31/12 2,267 2,261 0.3 Gas sales decreased by 8.1%, with uneven performance across segments. The TPA and NGV gas segments experienced declines of 20.0% and 10.1%, respectively, while the residential segment expanded moderately (4.1%) and the industrial segment expanded significantly (58.9%). The number of connection points remained stable with respect to 2024, increasing by just 0.3%. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 25
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Chile Gas Includes gas distribution and supply activities. Results 2025 2024 Change (%) Net sales 777 857 (9.3) Procurement (399) (335) 19.1 Gross margin 378 522 (27.6) Other operating income 1 4 (75.0) Personnel expenses (29) (27) 7.4 Taxes (4) (4) — Other operating expenses (42) (47) (10.6) EBITDA 304 448 (32.1) Depreciation, provisions and other results (37) (15) 146.7 EBIT 267 433 (38.3) EBITDA in 2025 amounted to Euros 304 million, a decrease of 32.1% with respect to 2024. The comparison was affected by the positive impact in 2024 of adjusting the provision for claims by TGN (Transportadora de Gas del Norte, S.A.) after the first-instance ruling exonerating Metrogas was overturned (See note 36 "Litigation and arbitration, guarantees and commitments" in the 2025 notes to consolidated annual accounts). Additionally, the exchange rate impact was negative in the amount of Euros 23 million. The gas distribution business is affected by a decrease in demand across all markets, despite tariff increases. Meanwhile, the supply business benefited from lower margins. Main aggregates The main aggregates in this area are as follows: 2025 2024 Change (%) Gas activity sales (GWh) 38,836 34,733 11.8 Gas distribution sales (GWh) 9,929 10,381 (4.4) Gas sales (GWh) 2,172 1,844 17.8 TPA (GWh) 26,735 22,508 18.8 Distribution network (km) 8,452 8,371 1.0 Increase in connection points (thousand) 8 10 (20.0) Connection points (thousand) at 31/12 711 702 1.3 Gas distribution sales decreased by 4.4% due to decrease in demand in all markets. Gas supply sales increased by 17.8% as a result of higher sales to power generators, while the TPA segment increased by 18.8%. The number of connection points increased by 1.3% in the year. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 26
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Spain Electricity Results 2025 2024 Change (%) Net sales 911 851 7.1 Procurement — — — Gross margin 911 851 7.1 Other operating income 28 22 27.3 Personnel expenses (55) (55) — Taxes (25) (24) 4.2 Other operating expenses (118) (124) (4.8) EBITDA 741 670 10.6 Depreciation, provisions and other results (283) (267) 6.0 EBIT 458 403 13.6 In 2025, EBITDA amounted to Euros 741 million, an increase of 10.6% year-on-year, due mainly to the expansion of the asset base as a result of investments and to the recognition of higher remuneration that was overdue from previous years. Main aggregates The main aggregates in the Spain Electricity business are as follows: 2025 2024 Change (%) Sales - TPA (GWh) 26,742 26,355 1.5 Distribution network (km) 116,578 115,984 0.5 Connection points (thousand) 3,880 3,859 0.5 ICEIT (minutes) 32.0 32.6 (1.8) In 2025, electricity sales increased slightly (1.5% year-on-year). The number of points increased slightly year-on- year (0.5%). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 27
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Panama Electricity Results 2025 2024 Change (%) Net sales 975 1,006 (3.1) Procurement (704) (705) (0.1) Gross margin 271 301 (10.0) Other operating income 10 8 25.0 Personnel expenses (10) (10) — Taxes (7) (7) — Other operating expenses (54) (54) — EBITDA 210 238 (11.8) Depreciation, provisions and other results (69) (72) (4.2) EBIT 141 166 (15.1) In 2025, EBITDA amounted to Euros 210 million, 11.8% less than in 2024, mainly due to lower recovery of price deviations in the tariff. The exchange rate impact was negative in the amount of Euros 9 million. Main aggregates The main aggregates in this area are as follows: 2025 2024 Change (%) Electricity business sales (GWh) 5,855 5,869 (0.2) Electricity sales 4,869 4,862 0.1 TPA 986 1,007 (2.1) Distribution network (km) 31,386 30,824 1.8 Connection points (thousand) at 31/12 802 789 1.6 Electricity sales decreased by 0.2%. The number of connection points grew by 1.6% with respect to 31 December 2024. Argentina Electricity Results 2025 2024 Change (%) Net sales 172 223 (22.9) Procurement (98) (108) (9.3) Gross margin 74 115 (35.7) Other operating income 26 18 44.4 Personnel expenses (12) (23) (47.8) Taxes (6) (7) (14.3) Other operating expenses (38) (40) (5.0) EBITDA 44 63 (30.2) Depreciation, provisions and other results (3) (3) — EBIT 41 60 (31.7) EBITDA amounted to Euros 44 million in 2025, 30.2% less than in 2024, mainly due to currency depreciation, which had an impact of Euros 25 million in the period, offsetting the positive effect of tariff updates. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 28
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Main aggregates The main aggregates in this area are as follows: 2025 2024 Change (%) Electricity business sales (GWh) 2,087 2,186 (4.5) Distribution network (km) 10,593 10,357 2.3 Connection points (thousand) at 31/12 269 265 1.5 Electricity sales decreased by 4.5% and connection points increased by 1.5%, compared to 2024. 2.5.2. Energy Markets Below is the detail of EBITDA for the period ended December 31, 2025 and 2024: 2025 2024 Change (%) Energy Markets 2,722 2,542 7.1 Energy Management 815 752 8.4 Thermal Generation 837 602 39.0 Spain 563 279 101.8 Latin America 274 323 (15.2) Renewable Generation 586 576 1.7 Spain 422 445 (5.2) USA 11 7 57.1 Latin America 82 88 (6.8) Australia 71 36 97.2 Renewable Gases (4) (7) (42.9) Supply 535 648 (17.4) Holding and eliminations (47) (29) 62.1 The Energy Markets segments reported an aggregate EBITDA of Euros 2,722 million, an increase of 7.1% over 2024. The year 2025 was characterised by a year-on-year increase in production in Spain Thermal Generation and an increase in installed capacity in Renewable Generation. However, year-on-year comparison of Supply and Latin America Thermal Generation was affected by positive effects in 2024. Energy Management activities benefited from diversified procurement contracts, proactive hedging of LNG volumes in USA and the elimination of the energy tax. Spain Thermal Generation achieved solid results, driven by a higher demand and production in the ancillary markets. This performance highlights the essential role of flexible generation assets, particularly CCGTs, in maintaining system stability. Additionally, in 2025, the Group recognised total revenue of Euros 146 million plus updated interests, related to the recovery the Special Tax on Hydrocarbons (IEH) borne between 2014 and 2018. Meanwhile, Latin America Thermal Generation experienced a decline in profit due to lower surpluses sales and revenue from the capacity balance market in Mexico and to the positive effect in 2024 of the insurance indemnity for the incident at the Hermosillo plant in Mexico. The positive trend in Renewable Generation is due mainly to an increased installed capacity, partially offset by reduced wind and hydroelectric production in Spain. Australia experienced strong growth, benefitting from greater installed capacity, as did the United States, while Latin America experienced a decline due to the negative exchange rate effect. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 29
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The Renewable Gases segment, which mainly includes biomethane projects management, continues to report operating indicators that are normal for early stages of development. The Supply business in Spain benefited in 2024 from the favourable resolution on the energy subsidy. Margins in this business were also pressured amid a very competitive environment. 2.5.2.1. Energy Management Results 2025 2024 Change (%) Net sales 6,265 5,886 6.4 Procurement (5,369) (4,875) 10.1 Gross margin 896 1,011 (11.4) Other operating income 20 19 5.3 Personnel expenses (44) (31) 41.9 Taxes (1) (126) (99.2) Other operating expenses (56) (121) (53.7) EBITDA 815 752 8.4 Depreciation, provisions and other results (109) (281) (61.2) EBIT 706 471 49.9 In 2025, EBITDA amounted to Euros 815 million, an increase of 8.4% compared to 2024. This business benefited from the diversification of procurement sources and proactive hedging of LNG volumes in USA, as well as the elimination of the energy tax. The exchange rate effect was negative in the amount of Euros 4 million. As a result of the 19th package of sanctions imposed by the European Council, currently in force until July 2026, or the European import regulation published on 2 February 2026 and in force since the following day, there are implications for the long-term contract to procure LNG from Yamal described in section 2.4.25.j in 2025 consolidated annual accounts. The Group has a diversified procurement portfolio, which will help mitigate the potential impact of the aforementioned European regulation (see Appendix IV on 2025 Consolidated annual accounts). This segment's results were affected by the June 2024 award in the EDP arbitration, as described in the Litigation and arbitration section of Note 36 "Litigation, arbitration, guarantees and commitments" in the notes to the consolidated annual accounts. Main aggregates The main aggregates in this area are as follows: 2025 2024 Change (%) Gas supply (GWh) 173,493 166,399 4.3 CCGT 33,711 21,410 57.5 Third parties 31,449 34,872 (9.8) LNG Gas sales (GWh) 108,333 110,117 (1.6) Electricity sales (GWh) 3,021 1,414 113.6 Shipping fleet capacity (m3) (1) 1,290,298 1,159,998 11.2 (1) Certified nominal capacity. As of 31 December 2025, gas sales totalled 173,493 GWh, an increase of 4.3% over the previous year, while electricity sales increased significantly year-on-year. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 30
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2.5.2.2. Thermal Generation Spain Results 2025 2024 Change (%) Net sales 2,637 1,744 51.2 Procurement (1,606) (1,103) 45.6 Gross margin 1,031 641 60.8 Other operating income 5 26 (80.8) Personnel expenses (67) (65) 3.1 Taxes (294) (228) 28.9 Other operating expenses (112) (95) 17.9 EBITDA 563 279 101.8 Depreciation, provisions and other results (147) (146) 0.7 EBIT 416 133 212.8 In 2025, EBITDA amounted to Euros 563 million, having expanded twice as fast as in 2024 despite the increased maintenance expenditure required to cope with a more demanding operating regime. This activity benefited from increased demand with flexible generation in the ancillary market, driven by higher renewable technology penetration. All of this highlights the important role played by flexible generation assets, which support voltage control, provide a response in contingency situations and compensate for the night-time decline in photovoltaic production at times of peak demand. Additionally, in 2025, the Group recognised total revenue of Euros 146 million plus updated interests, related to the recovery of the Special Tax on Hydrocarbons (IEH) borne between 2014 and 2018. Naturgy also pioneered the implementation of a single remote control centre (RCC) to operate the entire generating fleet, providing unparalleled efficiency and flexibility. The average pool price in the daily electricity generation market increased by 3.6% with respect to 2024, to an average of 65.3 €/MWh in 2025. Main aggregates The main aggregates in this area are as follows: 2025 2024 Change (%) Installed capacity (MW) 8,031 8,031 — Nuclear 604 604 — CCGTs 7,427 7,427 — Electric energy produced (GWh) 19,022 13,393 42.0 Nuclear 4,047 4,240 (4.6) CCGTs 14,975 9,153 63.6 Electricity production increased by 42.0% year-on-year, including a 63.6% increase in CCGT technology and a 4.6% decrease in nuclear production. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 31
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Latin America Results 2025 2024 Change (%) Net sales 780 775 0.6 Procurement (444) (390) 13.8 Gross margin 336 385 (12.7) Other operating income 1 2 (50.0) Personnel expenses (22) (20) 10.0 Taxes (1) (1) — Other operating expenses (40) (43) (7.0) EBITDA 274 323 (15.2) Depreciation, provisions and other results (64) (78) (17.9) EBIT 210 245 (14.3) In 2025, EBITDA amounted to Euros 274 million, 15.2% less than in 2024. This reduction is explained by lower surpluses sales and lower revenues from the capacity balance market in Mexico. Furthermore, comparability was affected by the positive effect in 2024 of the insurance indemnity for the incident at the Hermosillo plant in Mexico. These results were offset by a negative exchange rate effect of Euros 13 million. Main aggregates The main aggregates in this area are as follows: 2025 2024 Change (%) Installed capacity (MW) 2,644 2,644 — Mexico (CCGT) 2,446 2,446 — Dominican Republic (Fuel) 198 198 — Electric energy produced (GWh) 13,966 14,886 (6.2) Mexico (CCGT) 13,341 14,187 (6.0) Dominican Republic (Fuel) 625 699 (10.6) Total electricity production fell by 6.2% with respect to 2024, including a decrease in output by Mexican CCGTs (6.0%) and in the Dominican Republic (10.6%). Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 32
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2.5.2.3. Renewable Generation Below is the detail of the reported EBITDA for 2025 and 2024: 2025 2024 Change (%) Renewable Generation 586 576 1.7 Spain 422 445 (5.2) USA 11 7 57.1 Latin America 82 88 (6.8) Australia 71 36 97.2 Renewable Generation achieved Euros 586 million in EBITDA in 2025, an increase of 1.7% with respect to 2024. Spain Renewables Results 2025 2024 Change (%) Net sales 765 770 (0.6) Procurement (56) (50) 12.0 Gross margin 709 720 (1.5) Other operating income 21 19 10.5 Personnel expenses (53) (44) 20.5 Taxes (130) (119) 9.2 Other operating expenses (125) (131) (4.6) EBITDA 422 445 (5.2) Depreciation, provisions and other results (293) (241) 21.6 EBIT 129 204 (36.8) In 2025, EBITDA amounted to Euros 422 million, 5.2% less than in 2024. Lower hydroelectric and wind power production was partially offset by higher prices and an increase in installed capacity. In 2025, impairment of Euros 56 million was recognised under "Depreciation, amortisation and impairment losses". In 2024, an impairment of Euros 5 million was recognised (see Note 4 “Non-financial asset impairment losses” in the Notes to the consolidated annual accounts in 2025). Main aggregates The main aggregates in this area are as follows: 2025 2024 Change (%) Installed capacity (MW) 5,743 5,238 9.6 Hydroelectric (1) 2,062 2,062 — Wind 2,505 2,456 2.0 Solar 1,125 669 68.2 Cogeneration and others 51 51 — (1) Gross hydroelectric capacity Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 33
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2025 2024 Change (%) Electric energy produced (GWh) 10,078 10,791 (6.6) Hydroelectric 4,034 4,731 (14.7) Wind 4,664 4,930 (5.4) Solar 1,108 843 31.4 Cogeneration and others 272 287 (5.2) Market share of renewables 6.0 % 6.3 % -0,3 pp Despite the slowdown in investment due to delays in granting permits, installed renewable generation capacity reached 5,743 MW as at 31 December 2025, an increase of 505 MW year-on-year, of which 456 MW was solar and 49 MW wind. However, total production decreased by 6.6% year-on-year, especially in hydroelectric (14.7%) and wind (5.4%), while solar production increased by 31.4%. USA Renewables Results 2025 2024 Change (%) Net sales 25 11 127.3 Procurement — — — Gross margin 25 11 127.3 Other operating income 8 17 (52.9) Personnel expenses (6) (5) 20.0 Taxes (2) (3) (33.3) Other operating expenses (14) (13) 7.7 EBITDA 11 7 57.1 Depreciation, provisions and other results (4) (14) (71.4) EBIT 7 (7) (200.0) EBITDA in 2025 amounted to Euros 11 million, compared to Euros 7 million in 2024, following the commissioning of the Grimes solar plant (261 MW). Higher revenues were partially offset by higher operating expenses driven by increased capacity (primarily insurance, maintenance and personnel expenses). In addition, the negative exchange rate effect amounted to Euros 1 million. In 2025, impairment losses on plants and projects associated with the Renewable Generation USA unit were reversed by a net amount of Euros 15 million, mainly as a result of the improvement in cash flow projections due to more favourable price prospects. In 2024, an impairment loss of Euros 4 million was recognised (see Note 4 “Non- financial asset impairment losses” in the 2025 consolidated notes to annual accounts). Main aggregates The main aggregates in this area are as follows: 2025 2024 Change (%) Installed capacity (MW) 563 302 86.4 Solar 563 302 86.4 Electric energy produced (GWh) 836 496 68.5 Solar 836 496 68.5 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 34
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Naturgy's installed capacity reached 563 MW following the commissioning of the Grimes plant (261 MW), while production totalled 836 GWh in 2025, 68.5% more year-on-year. Latin America Results 2025 2024 Change (%) Net sales 165 155 6.5 Procurement (42) (23) 82.6 Gross margin 123 132 (6.8) Other operating income 15 13 15.4 Personnel expenses (16) (15) 6.7 Taxes (2) (2) — Other operating expenses (38) (40) (5.0) EBITDA 82 88 (6.8) Depreciation, provisions and other results (30) (32) (6.3) EBIT 52 56 (7.1) In 2025, EBITDA amounted to Euros 82 million, 6.8% less than in 2024, mainly due to the negative exchange rate effect (Euros 7 million). Main aggregates The main aggregates in this area are as follows: 2025 2024 Change (%) Installed capacity (MW) 828 828 — Mexico (Wind) 234 234 — Brazil (Solar) 154 154 — Chile (Solar) 162 162 — Chile (Wind) 206 206 — Costa Rica (Hydroelectric) 50 50 — Panama (Hydroelectric) 22 22 — Electric energy produced (GWh) 1,895 1,898 (0.2) Mexico (Wind) 647 638 1.4 Brazil (Solar) 309 290 6.6 Chile (Solar) 298 299 (0.3) Chile (Wind) 266 318 (16.4) Costa Rica (Hydroelectric) 270 240 12.5 Panama (Hydroelectric) 105 113 (7.1) Installed capacity in Latin America remained stable with respect to 2024, amounting to 828 MW at the end of 2025. Electricity production was stable at 1,895 GWh: hydroelectric and solar production increased by 6.2% and 3.1%, respectively, while wind production decreased by 4.5%. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 35
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Australia Results 2025 2024 Change (%) Net sales 103 49 110.2 Procurement (1) (1) — Gross margin 102 48 112.5 Other operating income 8 — — Personnel expenses (6) (5) 20.0 Taxes (2) (1) 100.0 Other operating expenses (31) (6) 416.7 EBITDA 71 36 97.2 Depreciation, provisions and other results (51) (30) 70.0 EBIT 20 6 233.3 In 2025, EBITDA amounted to Euros 71 million, 97.2% more year-on-year. This positive performance is due mainly to the entry into operation of additional capacity at the end of 2024, which enabled a significant increase in production in 2025. The exchange rate effect was negative in the amount of Euros 3 million. Main aggregates The main aggregates in this area are as follows: 2025 2024 Change (%) Installed capacity (MW) 886 886 — Solar 128 128 — Wind 758 758 — Battery storage (MW) 65 65 — Electric energy produced (GWh) 2,379 1,196 98.9 Solar 190 10 1800.0 Wind 2,189 1,186 84.6 Installed capacity as at 31 December 2025 totalled 886 MW, of which 758 MW wind and 128 MW solar. In addition, Naturgy has 65 MW of battery storage, which contributes to enhancing power generation efficiency and optimising margins. Total production was 2,379 GWh in the year, almost double the previous year's figure, as more capacity came into operation at the end of 2024. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 36
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2.5.2.4. Renewable Gases The company continues to lead renewable gas development in Spain as a key pillar of decarbonisation. Results 2025 2024 Change (%) Net sales 43 46 (6.5) Procurement (29) (36) (19.4) Gross margin 14 10 40.0 Other operating income — — — Personnel expenses (11) (9) 22.2 Taxes — (1) (100.0) Other operating expenses (7) (7) — EBITDA (4) (7) (42.9) Depreciation, provisions and other results (4) (5) (20.0) EBIT (8) (12) (33.3) This segment includes the management of renewable gas projects, specifically biomethane, whose contribution to consolidated EBITDA is still non-material (Euros -4 million). Main aggregates The main aggregates in this area are as follows: Biomethane 2025 2024 Change (%) Operation capacity (MW) (1) 4.1 3.4 20.6 Production (MWh) 7,052 1,201 487.2 (1) In 2024, the Innovation unit added an additional 0.6 MW. Naturgy currently has three biomethane production projects in operation, with an installed capacity of 4.1 MW and production of 7,052 MWh in 2025. The Elena Plant in Cerdanyola del Vallès (Barcelona), which was the first to inject renewable gas from landfills into the gas distribution network; the wastewater treatment plant EDAR Bens located at A Coruña; and the Vila-sana plant (Lleida), installed on the Porgaporcs livestock farm. Naturgy will shortly add a plant in Valencia. Naturgy also has three alliances for business development: two with agricultural and livestock waste management companies (Hispania Silva and Bioeco Energías) and a third one with a project developer (ID Energy) to develop biomethane plants throughout Spain until 2030. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 37
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2.3.2.5. Supply Results 2025 2024 Change (%) Net sales 7,163 7,130 0.5 Procurement (6,278) (6,112) 2.7 Gross margin 885 1,018 (13.1) Other operating income 11 78 (85.9) Personnel expenses (87) (83) 4.8 Taxes (63) (102) (38.2) Other operating expenses (211) (263) (19.8) EBITDA 535 648 (17.4) Depreciation, provisions and other results (236) (217) 8.8 EBIT 299 431 (30.6) In 2025, EBITDA amounted to Euros 535 million, 17.4% less than in 2024. This reduction is mainly due to the recognition in the first half of 2024 of the indemnity (Euros 63 million plus interest) for the amounts paid by Naturgy's supply companies to finance the electricity subsidy in the liberalised market. Meanwhile, in 2025, this business benefited from the elimination of the energy tax in Spain. Finally, the result was affected by margin reduction in gas business mainly in TUR regulated market (last-resort tariff), as well as electricity, amid a competitive environment and adverse scenario. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 38
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Main aggregates The main aggregates in this area are as follows: Gas sales (GWh) (1) 68,363 67,690 1.0 Residential Spain 15,241 14,971 1.8 Industrial clients 51,353 51,263 0.2 SM&E 1,769 1,456 21.5 By segment 68,363 67,690 1.0 Liberalised 59,498 59,439 0.1 Regulated 8,865 8,251 7.4 Electricity sales (GWh) 18,785 18,111 3.7 Residential Spain 9,621 9,438 1.9 Industrial clients 6,523 6,809 (4.2) SM&E 2,641 1,864 41.7 By segment 18,785 18,111 3.7 Liberalised 15,780 15,027 5.0 Regulated 3,005 3,084 (2.6) Retail contracts (thousand) 10,299 10,501 (1.9) Gas 3,310 3,400 (2.6) Electricity 4,349 4,283 1.5 Services 2,640 2,818 (6.3) Contracts per customer (Spain) 1.48 1.48 0,00 pp Gas contract market share (Spain) 41.7 42.8 -1,1 pp 2025 2024 Change (%) (1) Including gas sales under Energy Efficiency contracts Electricity sales increased by 3.7% with respect to 2024, mainly in the SM&E (41.7%) and residential (1.9%) segments, partially offset by a 4.2% decline in sales in the industrial segment. Gas sales increased slightly, by 1.0% with respect to 2024, with improvements in all segments, particularly SM&Es (21.5%) and Residential (1.8%), with respect to 2024. The total number of contracts was relatively stable vs. 2024, with a decrease of 1.9%. Naturgy successfully completed the transfer of its customer base in Spain to a new digital transformation platform, which has significantly improved customer service. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 39
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2.6. Cash flow The evolution of cash flow in 2025 is detailed below: 1 FFO: Funds from operations 2 CFO: Operating cash flow (Cash flows generated from operating activities, according to the consolidated cash flow statement). 3 Net capital expenditure (Net CAPEX) in growth and maintenance. 4 FCF after minorities: Free cash flow after minorities. 5 Dividends paid net of those received by Group companies 6 Tender offer for own shares (Euros 2,332 million) net of the 5.5% of capital (Euros 1,374 million) placed on 7 August and 9 October and of the dividends associated with the shares in the swap transaction (Euros 17 million). 7 FCF: Net free cash flow. In 2025, cash flow from operating activities was robust due to the resilience of the Networks business and strong performance by the Markets business. Net financial debt increased moderately, by Euros 116 million in 2025 to Euros 12,317 million at 2025 year-end (Euros 12,201 million in 2024). This slight increase reflects the net effect of the tender offer for own shares and the subsequent orderly placement of own shares on the market. Changes in working capital amounted to Euros 614 million, which reduced funding requirements. Capital expenditure (CAPEX) The breakdown of capital expenditure by type is as follows: 2025 2024 Change (%) Capital expenditure (CAPEX) 2,142 2,280 (6.1) Other proceeds from investing activities (249) (314) (20.7) Net capital expenditure (Net CAPEX) 1,893 1,966 (3.7) Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 40
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The breakdown of capital expenditure by segment is as follows: 2025 2024 Change (%) Distribution Networks 999 919 8.7 Spain Gas 128 121 5.8 Mexico Gas 83 65 27.7 Brazil Gas 67 56 19.6 Argentina Gas 38 29 31.0 Chile Gas 52 51 2.0 Spain Electricity 444 441 0.7 Panama Electricity 164 135 21.5 Argentina Electricity 23 21 9.5 Energy Markets 1,125 1,345 (16.4) Energy Management 10 8 25.0 Thermal Generation 174 176 (1.1) Spain 147 130 13.1 Latin America 27 46 (41.3) Renewable Generation 771 1,008 (23.5) Spain 477 445 7.2 USA 147 240 (38.8) Latin America 18 8 125.0 Australia 129 315 (59.0) Renewable Gases 5 7 (28.6) Supply 165 146 13.0 Holding and eliminations 0 0 — Rest 18 16 12.5 Capital expenditure (CAPEX) 2,142 2,280 (6.1) The breakdown of CAPEX between maintenance and growth provides useful insights into the group's investment profile. Maintenance CAPEX in 2025 amounted to Euros 909 million, compared to Euros 875 million the previous year, as a result of higher maintenance CAPEX in Distribution Networks. Growth CAPEX in 2025 accounted for 58% of total CAPEX and amounted to Euros 1,233 million in 2025. Main items of growth CAPEX in 2025 are as follows: – A total of Euros 395 million invested in the development of Distribution Networks in Spain and Latin America, of which Euros 215 million in Spain, including gas and electricity, Euros 74 million in Panama Electricity, Euros 28 million in Mexico Gas, Euros 33 million in Chile Gas, Euros 27 million in Argentina (gas and electricity) and Euros 18 million in Brazil Gas. – A total of Euros 701 million were invested in the construction of renewable projects, of which Euros 431 million in Spain, Euros 123 million in Australia and Euros 147 million in USA. – A total of Euros 4 million in the development of renewable gases projects. It includes Euros 3 million relating entirely to the acquisition of seven biomethane projects. – A total of Euros 133 million in Supply. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 41
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Naturgy remains committed to developing renewable technology and it had more than 8,020 MW of installed capacity at 2025 year-end. During 2025, 766 MW of additional capacity came into operation, of which 505 MW in Spain and 261 MW in USA. In the United States, the Grimes photovoltaic plant (261 MW) in Texas, Naturgy's second plant in the country, came into operation, bringing the Group's installed capacity in that market to 563 MW. The Group also has 1.2 GW of renewable capacity under construction, of which 755 MW are in Spain, 125 MW in the United States (Mark Center photovoltaic project in Ohio) and 360 MW in Australia, including Bundaberg project in Queensland (100 MW) and Glenellen project in New South Wales (260 MW). This additional capacity is expected to come into operation in 2026. Naturgy is also a leading developer of Renewable Gas projects under construction, an area that is vital for decarbonisation but in which CAPEX is still incipient. 2.7. Financial position As at 31 December 2025, net financial debt amounted to Euros 12,317 million, slightly above the 2024 year-end figure (Euros 12,201 million), reflecting strong cash flow offset by the impact of the tender offer for own shares in June 2025 and the subsequent orderly placement of treasury stock in the market. The main refinancing transactions in 2025 were as follows: – In May 2025, Naturgy issued two bonds under the EMTN programme: Euros 500 million at 6 years with a 3.375% coupon and Euros 500 million at 10 years with a 3.875% coupon. The proceeds were used to call Euros 831 million of bonds maturing between 2026 and 2027. The proceeds were also used to call Euros 169 million in deeply subordinated notes. – Notes under the EMTN programme matured in 2025 for a total amount of Euros 1,201 million with an average coupon of 1.04%. – During 2025, Euros 909 million were issued under the ECP programme and matured during the year, with no amount outstanding as at 31 December 2025. – There were also two bond issues in Chile: Euros 37 million at 5 years with a fixed coupon of 3.30% and Euros 74 million at 10 years with a fixed coupon of 3.50%. – Bonds were issued in Panama: USD 70 million (Euros 61 million) at 5 years with a fixed coupon of 7% and USD 55 million (Euros 47 million) at 7 years at SOFR 3 months + a 3.5% spread. – Two bonds were issued in Mexico: MXN 1,500 million (Euros 70 million) maturing in three years with a coupon at TIIE +0.63% and MXN 2,500 million (Euros 113 million), maturing in seven years and with a fixed coupon of 9.98%. – New funding transactions were arranged with credit institutions in Spain for Euros 3,116 million and with international institutions for Euros 661 million. – Refinancing transactions were arranged that do not entail substantial changes to the terms of the initial debt, amounting to Euros 4,220 million to refinance loans and credit lines with credit institutions in Spain and Euros 710 million in international businesses. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 42
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Gross debt maturities The maturity breakdown of gross financial debt, which as at 31 December 2025 amounted to Euros 16,763 million, is as follows: Debt structure The detail of net financial debt, the average cost of gross financial debt and the breakdown of fixed gross debt by country and currency, is as follows: Consolidated Chile Brazil Argentina Mexico Panama Australia Holding & others 2025 2024 CLP USD BRL ARS MXN USD AUD EUR/ Others Net financial debt €m 12,317 12,201 339 15 (36) (52) 496 871 960 9,724 Average cost of gross financial debt (1) % 3.9 4.0 7.4 6.7 14.8 35.6 9.6 7.4 5.8 2.6 % fixed rated (gross debt) % 66 68 55 100 2 2 45 31 92 67 (1) Does not include either the cost of finance lease liabilities or other refinancing costs. The average cost of gross financial debt in 2025, excluding the cost of lease liabilities and other refinancing costs, was 3.9%, slightly lower than in 2024 (4.0%). The main ratios relating to net financial debt were as follows: 2025 2024 EBITDA/Net financial debt cost times 10.1 10.9 Net financial debt/EBITDA times 2.3 2.3 The ratio of net financial debt to EBITDA remained stable at 2.3x in both 2025 and 2024, evidencing the Group's sound financial position. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 43
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3. Liquidity and capital Capital management The main purpose of Naturgy’s capital management is to ensure a financial structure that can optimise the cost of capital and maintain a solid financial position in order to combine shareholder value creation with access to the financial markets at a competitive cost to cover financing needs. As an indicator of its long-term capital management objectives, Naturgy pursues a long-term leverage ratio of approximately 50%. Naturgy's long-term credit rating is as follows: 2025 2024 Standard & Poor’s BBB (*) BBB (*) Fitch BBB (*) BBB (*) (*) S&P: stable outlook; Fitch: stable outlook Net financial debt amounted to Euros 12,317 million as at 31 December 2025 and leverage stood at 52.0% (Euros 12,201 million and 51.1%, respectively, as at 31 December 2024). Liquidity Naturgy has liquidity policies that ensure fulfilment of its payment commitments, while diversifying the coverage of financing needs and debt maturities. Prudent management of liquidity risk includes maintaining sufficient cash and realisable assets and having sufficient funds available to cover credit obligations. Liquidity as at 31 December 2025 stood at Euros 9,917 million, including Euros 4,357 million in cash and cash equivalents and Euros 5,560 million in undrawn and fully committed credit lines. Moreover, the ECP programme was completely unused as at 31 December 2025. The breakdown of liquidity as at 31 December 2025 is as follows: Consolidated Chile Brazil Argentina Mexico Panama Holding & others 2025 2024 CLP USD BRL ARS MXN USD EUR/ Others Cash and cash equivalents 4,357 5,626 135 30 193 88 133 262 3,516 Undrawn credit facilities 5,560 5,611 — 25 34 — 95 54 5,352 Total 9,917 11,237 135 55 227 88 228 316 8,868 The average maturity of undrawn credit lines is shown below: 2026 2027 2028 2029 2030 2031 Undrawn credit facilities 212 425 1,350 92 3,480 1 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 44
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4. Main risks, opportunities and uncertainties 4.1. Risk control and management model Naturgy's Risk Control and Management Model determines the risk assessment methodologies and it models, controls, manages and establishes the Group's risk reporting, ensuring that a risk profile and target risk limits are maintained to guarantee that the level of exposure in the course of its activities is consistent with its annual and strategic objectives. The model is implemented on the basis of the principles of integration, segregation, homogeneity, coherence and transparency in corporate governance and is structured in four pillars: • Risk governance: defines governance for each type of risk, establishing the necessary regulations and assigning responsibilities. • Risk Assessment: establishes the risk assessment methodologies, harmonising common procedures for the identification, assessment and treatment of the information associated with each risk, to ensure uniformity and coherence both when quantifying them individually and when subsequently aggregating them, with the aim of achieving a homogeneous, integrated vision. The metrics used to assess risk depend on the nature of the risk, mainly: – Quantitative/Stochastic: probabilistic scenario simulation with random components makes it possible to assess deviations within different confidence intervals. – Deterministic/Scenarios: expected impact of an event based on its probability. – Stress Test: assessment of extreme scenarios. – Heatmaps: qualitative analysis of the risk on a factor basis. • Risk Appetite: establishes the risk tolerance by setting limits for the main risk categories, as a function of the Group's targets. • Risk Reporting: establishes regular, systematic risk reporting at different management levels, expressed in the Corporate Risk Map, recurring risk reports and/or ad hoc reports. The Corporate Risk Map identifies and quantifies the risks that might affect Naturgy's performance, providing a comprehensive, consistent and integrated overview of these risks. Risk management bodies Naturgy has a framework integrating the vision of governance, risks and compliance so as to provide a 360-degree view of the group's processes, existing controls and associated risks. To this end, it has a number of bodies with clearly identified areas of responsibility, making it possible to delimit the predictability and ensure the sustainability of Naturgy's operational and financial performance. • The Board of Directors approves the Global Risk Policy and oversees the Risk Control and Management Model. The Global Risk Policy establishes the basic principles and general guidelines needed to ensure the proper identification, assessment, control, management and reporting of Naturgy's risk exposure, ensuring that this level of exposure is aligned with the overall target risk profile (Risk Appetite) and with the fulfilment of the Group's annual and strategic objectives. • The Audit and Control Committee, by delegation from the Board of Directors, oversees the effectiveness of the Risk Control and Management Model by monitoring compliance with the Global Risk Policy. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 45
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• The Management Committee promotes a culture of risk control and management, approves the Risk Control and Management Model, ensures its proper functioning and, at its discretion, may set up such committees as it deems appropriate to which it may delegate these functions. In addition, they propose the definition of risk tolerance by setting limits (Risk Appetite) for the main risk categories aligned with the Group's objectives, for subsequent approval by the Board of Directors. • Internal Audit, as a third line of defence, conducts appropriate audits to assess the level of compliance with the Global Risk Policy and the Risk Control and Management Model. • The Corporate Risk Management Function: – Implements the content of the Global Risk Policy and ensures it is complied with and updated. – Convenes the necessary subcommittees to ensure the proper functioning of the Risk Control and Management Model, as well as any other committees that may have been established. – Defines, implements and/or supervises the modelling and quantification of all risks in order to ensure that the metrics are appropriate and consistent. – Produces and periodically updates the Corporate Risk Map and recurring risk reports for presentation to the Board of Directors, the Audit and Control Committee and the Management Committee. – Ensures that business and corporate units assume their responsibility for identifying, assessing, controlling, managing and reporting risks. – Manages risks within its area of responsibility, participating in particular in the overall management of market and credit risks, as well as associated strategic risks. – Assesses the impact of operations with potential risk implications and identifies the level of authorisation required for them. • Business and Corporate Units: – Identify and manage risk within their areas of responsibility in accordance with established governance, complying with the limits and criteria approved in the Global Risk Policy and/or associated regulations, under the supervision and guidelines of the Corporate Risk Management Function. – Report to the Corporate Risk Management Function on the monitoring of risks within their area of responsibility, as well as all the necessary business and operational information for risk modelling and measurement. Also, as appropriate, they produce their own risk maps aligned with the common methodology of the Corporate Risk Map. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 46.
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Risk categories Naturgy defines five types of risk in its Corporate Risk Map: Economic, Financial, Operational, Reputational/ Compliance and Strategic. Types of economic and financial risk For economic and financial risk types, a risk assessment is performed using quantitative/stochastic modelling or deterministic/scenario methodology; in the latter case, the expected impact of the event is assessed based on its probability. Categories of Economic risk Risks arising from the volatility of external factors, changes in supply and demand, changes in regulatory frameworks, as well as legal risks, with an impact on the Group's results: • Commodity risk: uncertainty caused by variability in the prices of the energy and other commodities that Naturgy uses. • Margin/price risk (other than commodity risk): uncertainty associated with the performance of key variables as a result of changes in competitive pressure, unmet margin assumptions and/or contract revisions. • Exchange rate risk: the uncertainty associated with changes during the year in the exchange rates of the currencies in which Naturgy's businesses are denominated. • Volume risks: uncertainty associated with variations in volumes produced, procured, distributed and/or supplied due to the characteristics of the markets and the demand in which Naturgy's businesses operate, weather and climate factors and/or the macroeconomic environment. Given their nature and how they are managed, these four risks are grouped broadly under the heading of Market Risk. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 47 Vision Model Oversight Risk Policy Model Compliance Assessment Risk Assessment Risk Appetite & Governance Reporting 3rd line 2nd line 1st line Risk culture, foresight and management capabilities Board of Directors Audit and Control Committee Management Committee Internal Audit Risk Management Risk Management Business/corporate unitsRisk Management
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• Regulatory risk: uncertainty associated with reviews of the remuneration frameworks and/or parameters for the regulated businesses or changes to the regulatory framework in which Naturgy's businesses operate. • Legal risk: uncertainty associated with the potential outcome of litigation, arbitration or legal claims against Naturgy. Financial risk categories: Risks arising from changes in tax frameworks, asset financing structures and funding needs and delinquency, with an impact on the Group's cash flow and/or statement of financial position. • Tax risk: uncertainty associated with the proper application of tax regulations, the complexity of their interpretation and possible amendments, with a potential economic impact on the Group's consolidated annual accounts. • Credit risk: uncertainty associated with the deterioration of credit quality or default by Naturgy's various customer segments and/or trade and financial counterparties. • Interest rate risk: uncertainty associated with interest rate changes impacting the Group's financial expenses, arising from the need for funding in the currencies in which Naturgy's debt is denominated. • Rating risk: uncertainty associated with the review of the Group's rating in relation to the established target. • Liquidity risk: uncertainty associated with a potential increase in funding requirements and the Group's ability to meet its financial obligations. Types of Operational, Reputational/Compliance and Strategic risk Operational, reputational/compliance and strategic risk types are generally assessed quantitative/stochastic modelling or a deterministic/scenario methodology, heat maps, internal/external rating assessments and/or stress tests. Operational risk categories Risks arising from failures in processes, systems, people, physical assets and/or external factors that could negatively impact business continuity and sustainability and/or result in financial losses, legal penalties or impairment of health and safety. • Operational risk: uncertainty associated with chance events, process failures or accidents affecting people, financial losses and/or damage or unavailability of the Group's operating assets. • Nature-related risks: uncertainty associated with the adverse effects that ecosystem degradation, species loss or disruption of ecosystem services may have on Naturgy's operations, supply chain and financial value, due to the organisation's dependencies and impacts on natural resources. • Climate change risk: uncertainty associated with physical impacts, whether due to extreme natural events or gradual, long-term climate change and impacts resulting from transition policies that bring about changes in regulations, the market or technology. • Security risk: uncertainty associated with the occurrence of personal injury or property damage caused intentionally by a third party. • Third-party risk: uncertainty associated with relationships with third parties whose behaviour/performance may result in loss, damage, operational disruption, regulatory non-compliance and/or possible loss of control, quality or service of outsourced processes, including the impact on business continuity due to disruptions at suppliers, contractors, business partners, vendors and any other external entity with which the organisation has a contractual or collaborative relationship. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 48
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• Fraud risk: uncertainty associated with the occurrence of any unlawful action carried out intentionally by an employee or third party to obtain a direct or indirect personal benefit through the misuse of Naturgy's resources or assets. • Cybersecurity risk: uncertainty associated with the occurrence of malicious attacks or accidental events with an operational impact such as to affect data, computer networks or technology. • Data protection risk: uncertainty associated with breach of data protection obligations that may result in an administrative penalties or civil judgements. • Health and safety risk: uncertainty associated with injuries and deterioration in the health of Naturgy professionals and those of partner companies related to its activity. Reputational/compliance risk categories Risks arising from breach of current laws, applicable regulations, both internal and external, and Naturgy's ethical standards, as well as inadequate performance in connection with ESG, customer satisfaction and talent management, which may result in financial losses, penalties, litigation or harm to the Group's reputation. • Compliance risk: uncertainty associated with breach of current legislation, as well as any policies and other internal regulations applicable to the Group's activities that may result in penalties, financial losses and/or reputational damage. • Reputational and ESG risk: uncertainty associated with changes in stakeholders' perceptions of Naturgy's reputation and its ability to develop sustainable businesses, from an environmental, social and governance (ESG) perspective. • Customer satisfaction risk: uncertainty associated with the impairment of customer satisfaction due to shortcomings in the execution of processes that impact their life cycle. • Risk to persons: uncertainty associated with changes in political and economic contexts, modifications to labour regulations, or those arising from the management of the processes that make up Naturgy's value proposition and professional experience. Strategic risk categories Risks associated with Naturgy's long-term business portfolio arising from strategic planning (such as long-term exposure to commodities, capital allocation by geography, the risk profile of the businesses, the commercial strategy and the development of new initiatives), changes in the competitive environment, business sustainability (including climate change and other nature-related risks) and innovation initiatives, which affect the company's ability to achieve its long-term objectives. In general, the impacts of strategic risks will be factored into projections, within the appropriate time horizon, of economic, financial, operational and reputational/compliance risks. 4.2. Description of the main risks Market risk Commodity risk In the gas business, Naturgy's operating results are linked to the purchase and sale of gas to supply a diversified customer portfolio. Most gas procurement contracts are arranged on a long-term basis with purchase prices based on a combination of commodity prices, basically crude oil and its derivatives, and natural gas hub prices. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 49
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Selling prices to final customers are generally agreed on a short/medium-term basis and are conditioned by the supply/demand balance existing at any given time in the gas market. This may result in decoupling with respect to gas procurement prices. Consequently, Naturgy is exposed to variations in gas procurement prices with respect to the sale price to end customers. Exposure to this risk is managed and mitigated by natural hedging, seeking to balance the commodity exposures of both prices. Additionally, the main long-term procurement contracts allow us to manage this exposure through volume flexibility and price review mechanisms. When it is not possible to achieve a natural hedge, the position is managed, within reasonable risk parameters, through derivatives, generally designated as hedging instruments, to reduce exposure to price decoupling risk. However, these hedges may prove to be ineffective in the event of changes in the expected dates of the purchase and sale transactions, a reduction in the volumes hedged, or a decoupling from the indices hedged in the purchase and sale transactions. In the integrated electricity businesses, the Group's aggregate exposure is determined by the strategic generation/ supply positioning and by the final sale pricing policies in electricity supply. This positioning includes managing e x p o s u r e t o c h a n g e s i n t h e p r i c e o f C O ₂ e m i s s i o n r i g h t s , w h i c h a f f e c t s t h e p u r c h a s e o f r i g h t s f o r p o w e r g e n e r a t i o n b y its CCGT plants. Margin/price risk (other than commodity risk) The deregulated businesses experience competitive pressure on sales prices and market shares and, therefore, on their margins. Naturgy monitors and quantifies the margins in all its businesses, identifies significant deviations from margin spread assumptions and mitigates risk by adjusting contract terms. Exchange rate risk Naturgy has interests in several countries and is exposed to the exchange rate in each of their currencies. Exchange rate risk is largely mitigated by financing investments in local currency. Priority is also given to aligning the costs and revenues of activities referenced to the same currency, as well as the amounts and maturities of assets and liabilities arising from transactions denominated in currencies other than the euro. Additionally, exchange rate risk is managed by arranging financial derivatives within the limits approved for hedging instruments, the level of exposure and the risk appetite approved each year. Volume risk Naturgy measures, monitors and quantifies all volume risks each year and adopts an overarching approach to managing its contracts and assets in order to optimise the Group's energy balance. In the gas and electricity businesses, there is uncertainty regarding customer demand, which may deviate from forecasts due to variability in weather/climate factors, changes in the macroeconomic environment and, in the case of deregulated businesses, competitive pressure on market share. In the gas business, natural gas and liquefied natural gas (LNG) procurements are arranged under long-term contracts, which include take-or-pay clauses under which Naturgy is obliged to purchase certain volumes of gas each year. Significant downward deviations in gas demand may result in contractual penalties under those clauses. Moreover, in an alternative scenario where there is a shortage of gas or excess demand, the additional cost of short- term procurements might have a material adverse effect on the group's operating costs. In the electricity business, in addition to uncertainty regarding customer demand, Naturgy's results are exposed to variability in generation volumes, which are shaped by the evolution of demand itself and by the generation mix in the market, which is being particularly affected by the growing relative weight of renewable energies. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 50
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Regulatory risk Regulated and unregulated activities co-exist in the gas and electricity distribution businesses. The legislation applicable to the natural gas and electricity industries is typically subject to regular review by the competent authorities, which might have an impact on the remuneration for regulated activities, affecting Naturgy's business operations and financial position. Naturgy manages regulatory risk on the basis of regular communication with the regulators. In addition, in its regulated activities, Naturgy adjusts its costs and investments to the allowed rates of return for each business. Operational risk Naturgy's activities are exposed to various operational risks, such as breakdowns in the distribution network, accidents at electricity generation facilities, accidents in gas tankers, explosions, pollutant emissions, toxic spills, fires, adverse weather conditions and breaches of contract. Additionally, claims might be brought against Naturgy for personal injury and/or other damage arising in the ordinary course of its operations. Such claims could result in the payment of indemnities under the legislation applicable in the countries in which Naturgy operates. Naturgy has an extensive insurance programme to cover its operational exposure. There is also the possibility that, as a result of the company's activities and due to the occurrence of an event, whether unforeseen, accidental, voluntary or involuntary, environmental limits set by the regulator are exceeded and/or damage is caused to third parties. This environmental risk includes, but is not limited to, events derived from emissions of polluting gases other than greenhouse gases (GHG), noise, consumption and/or contamination of surface or ground water, spills, soil contamination, poor waste management, landscape impact, impact on cultural heritage, etc. Naturgy has identified the environmental risks at its facilities based on the reference standard (UNE 150008 in Spain). To prevent these risks, the company has implemented a certified integrated management system that includes operational control and environmental management procedures. This system is audited internally and externally and certified each year. Naturgy has also implemented emergency plans at facilities and warehouses at risk of environmental accidents, including an action plan, means of containment and regular drills. Naturgy arranges specific insurance policies to cover risks of this type. All the Group's efficiency plans are based on the fundamental premise of ensuring people's safety and well-being. Operational improvement is only conceivable when it is fully compatible with safe working environments, responsible practices and rigorous risk management. In line with industry best practices, safety is a vital part of every level of the Group's activity, from process design and the adoption of new technologies to talent management and strategic decision-making, in the understanding that sustainable efficiency is only possible when protecting people is a priority across the board. Nature-related risks These refer to the uncertainty associated with the adverse effects that ecosystem degradation, species loss or disruption of ecosystem services may have on Naturgy's operations, supply chain and financial value, due to the organisation's dependencies and impacts on natural resources. These risks include, but are not limited to, physical and transitional impacts, impacts derived from changes in regulation, ecosystem destruction and/or alteration, damage to protected or high-value areas and/or species and impacts on areas of high water stress due to consumption, discharge and/or regulation of flows, etc. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 51
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These impacts and dependencies may generate risks associated with the impact on endangered species and tightening of biodiversity protection regulations, which could lead to delays in project authorisation, higher operational and development costs, reduced revenues or even reputational risks. Naturgy has adopted the recommendations of the Task Force on Nature-related Financial Disclosures (TNFD) for analysing the risks and opportunities related to biodiversity. Nature-related risks are discussed in more detail in chapter E4. "Biodiversity and ecosystems" of the 2025 Non- Financial Information Statement and Sustainability Report. Climate change risk In order to integrate the climate variable into Naturgy's strategic planning, climate change risks and opportunities are identified, measured and managed in accordance with the recommendations of the Task Force on Climate-related Financial Disclosure (TCFD). In line with the TCFD taxonomy, climate change risk is derived from two risk factors: the energy transition, arising from changes in regulations, the market or technology, and the physical impacts of climate change, classified into acute physical impacts (increase in extreme weather events) and chronic physical impacts (sustained increase in average temperatures and sea level rise). In recent years, there have been no weather events with significant repercussions on operations or major financial losses. The Board of Directors has approved the Climate Transition Plan, which establishes the lines of action in the coming years to mitigate the effects of climate change on Naturgy and to adapt the Group to the constantly changing climate conditions. Naturgy's Strategic Plan 2025-2027 envisages continuing to invest in the energy transition, principally in renewable generation, electricity grids and renewable gases. It also plans to continue developing energy solutions that promote efficiency at a competitive cost for customers. Naturgy's Climate Transition Plan will contribute to the future objective of transforming the energy mix as contemplated in Spain's new National Energy and Climate Plan (NECP) 2023-2030, approved by the Cabinet in September 2024, which is also aligned with the EU's objective of climate neutrality by 2050. For the other countries where Naturgy operates, the published national plans and the GHG reduction pathways set out by the International Energy Agency in the "Net Zero Roadmap" scenario are taken into account. Naturgy continuously assesses the physical risks to each asset and the transition risks for all its activities (see the assessment of these risks in section "E1-9 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities" in the 2025 Consolidated Non-Financial Information Statement and Sustainability Report). Climate change risk is discussed in detail in note 2.4.25.k to the consolidated annual accounts and in chapter "E1. Climate change" of the Non-Financial Information Statement and Sustainability Report. Cybersecurity risk Naturgy is exposed to threats in connection with the availability, confidentiality, integrity and privacy of the information and technology that support business processes as well as the risk of breach of regulations related to cybersecurity. Such threats include unauthorised access and the use, disruption, modification or destruction of information as a result of terrorist acts, malicious attacks, sabotage and other intentional acts. Naturgy has policies, regulations, a control framework and a global cybersecurity governance system for the entire organisation that is aligned with regulatory requirements and establishes monitoring, contingency and security plans; it also has insurance policies that cover that exposure. Cybersecurity risk is discussed in detail in chapter “5. Specific information. Cybersecurity" in the 2025 Non-Financial Information Statement and Sustainability Report. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 52
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Reputational and ESG risk Naturgy has identified its stakeholder groups and subgroups and defines reputational risk as the gap between those groups' expectations and the company's performance in the environmental, social and governance dimensions. In this regard, Naturgy has a Sustainability Policy that defines the framework for action in the areas of the Environment, Society and Governance. This policy aims to identify and mitigate the risks associated with these areas, ensuring compliance with established best practices and standards. It also has a Sustainability Plan that sets out its commitments and lines of action for the period 2025-2027, supporting the company's transformation process by aligning the 2025-2027 Strategic Plan with the commitments in the Global Sustainability Policy. To ensure the reliability of information on environmental, social and governance aspects, Naturgy has implemented a system of Internal Control over Sustainability Reporting (ICSR). Other risks Financial risks (interest rate, credit, liquidity and rating-related capital management risk) and legal risks are discussed in Notes 18 and 36, respectively, to the consolidated annual accounts. Tax, compliance and fraud risk are discussed in chapter "5. Specific information” and in chapter “G1. Business conduct policies and corporate culture" in the 2025 Non-Financial Information Statement and Sustainability Report, respectively. Data protection and customer satisfaction risks are discussed in chapter "S4. Consumers and end-users” in that same report. Third-party risk is discussed in chapter "4. Business conduct" and health and safety risk is discussed in sections "3.1 Own workforce" and "3.2 Workers in the value chain", for personnel of partner companies, respectively, in the 2025 Non-Financial Information Statement and Sustainability Report. Main risks: description, management and metrics Commodity risk Commodi ty prices Gas Volatility in the international markets that determine the gas price. Management of the procurement and sale portfolio, complemented with financial hedges. Stochastic ⇆ Gas index volatility Decoupling of commodity price performance. Electricity Volatility in electricity markets. Optimisation of the generating fleet and supply structure, complemented with financial hedges. Stochastic ↑ Penetration by renewables with zero marginal cost and intermittent production. Decoupling of commodity price performance. Risk type Description Management Metric Trend Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 53
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Exchange rate risk Exchange rate Currency volatility in the countries where Naturgy operates. Geographic diversification. Hedging via local-currency funding, derivatives and pricing. Stochastic ↑ Uncertainty about growth and inflation prospects in Latin America, especially in Argentina, Brazil and Mexico, to a lesser extent. Regulatory risk Regulatory Exposure to reviews of criteria and returns recognised for regulated activities and/or new regulatory measures. Step up communications with regulators. Adjust efficiency and capital expenditure to recognised rates. Scenarios ↑ Pressure from regulators, as a function of the situation of the country/industry. Volume risks Volume Gas Mismatch between gas supply and demand. Optimisation of contracts and assets worldwide. Determinist ic/ Stochastic: ⇆ Aggregate demand pressure. Risk of curtailment or interruption of supply. Electricity Reduction of the available thermal gap. Uncertainty as to renewable production volume due to resource variability. Optimisation of Naturgy's electricity balance. Stochastic ⇆ Aggregate demand pressure. Predictability of renewable output. Margin/price risk Margin/price Risk created by changes in competitive pressure or margin optimisation scenarios. Portfolio management by adjusting contract terms. Scenarios ↑ Reviews of long- term gas contracts. Competitive pressure in the renewal of supply contracts. Legal risk Legal Uncertainty as to the eventual outcome of litigation, arbitration or legal claims. Analysis and mitigation of legal risk affecting the company's operations and corporate governance. Engagement of top-level law firms. Recognition of provisions in accordance with accounting standards. Scenarios ⇆ The business units are affected by different laws in each country. Risk type Description Management Metric Trend Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 54
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Operational risk Operational risk Accidents, damage and non-availability of Naturgy assets. With regard to environmental incidents, this includes the possibility that natural phenomena or human action may result in regulatory environmental limits being exceeded, leading to harm to third parties, ecosystems or biodiversity. Continuous improvement plans. Optimisation of total cost of risk and of hedges. Emergency plans at facilities with risk of environmental accident. Specific insurance policies. Comprehensive environmental management through an Integrated Management System, that is certified and audited annually by TÜV (environmental). Stochastic ⇆ Soft insurance market in the short term, with improvements in coverage and lower premiums, due to a decrease in natural disaster claims over the last 48 months. Credit risk Credit Uncertainty associated with the probability of non-payment of financial obligations and/or deterioration of the credit quality of end customers and counterparties. Analysis of customer solvency to define specific contractual conditions. Debt collection process. Arrangement of insurance. Stochastic ⇆ Stability of expected and unexpected losses. Interest rate risk Interest rate Volatility in interest rates applicable to Naturgy's financing. Diversification of funding sources. Debt management. Financial hedges. Stochastic ⇆ Uncertainty about the interest rate scenario. Tax risk Tax Ambiguity or subjectivity in the interpretation of current tax regulations, or due to amendments or the enactment of new regulations. Queries to independent expert bodies. Engagement of top-level advisory firms. Adoption of the Code of Best Tax Practices. Recognition of provisions in accordance with accounting standards. Scenarios ↑ Increasing complexity of the applicable tax items and wide differences between regulations in different territories. All of this affects the different business and corporate units. Liquidity and rating risk Liquidity and rating risk Financial risks associated with maintaining the Group's rating, derived from liquidity conditions or other causes. Establishment of measures to ensure liquidity and the target rating. Scenarios ⇆ Ratification of the target of an investment grade rating. Risk type Description Management Metric Trend Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 55
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Security risk Security Residual risk associated with personal injury or material damage to critical facilities caused intentionally by a third party. Corporate positioning through the Security Policy, defining a specific protection model for Critical Infrastructures (CI). Engagement with the businesses, Centro Nacional para la Protección de Infraestructuras Críticas (CNPIC), Instituto Nacional de Ciberseguridad (INCIBE- CERT) and other bodies. Heatmap/ Scenarios ⇆ Certification audits of critical undertakings by the regulator (future CNPREC), in which technology will be of great importance. Third-party risk Third parties Uncertainty associated with relationships with third parties whose behaviour/performance may result in loss, damage, operational disruption, regulatory breach and/or possible loss of control. Supplier risk management. Due diligence procedures for analysing counterparty risk. Systematic adoption of the Supplier Code of Ethics. Annual Internal Audit Plan to detect weaknesses and implement improvement actions under the supervision of the Audit and Control Committee. Heatmap/ Scenarios ↑ Assessment, monitoring and oversight of suppliers on the basis of the risks in the energy sector, specific supply risks and risks in the country where the supply is made. Fraud risk Fraud Risk derived from any intentional breach of the law by an employee or a third party to benefit themselves or the company, directly or indirectly, through the improper use of Naturgy resources or assets. Control mechanisms through the system of Internal Control over Financial Reporting (ICFR), the crime prevention model and the Global Financial Information and Sustainability Policy. Ongoing audits Scenarios ↑ Improvement in fraud identification ratios using AI tools and developments, helping to contain fraud. Cybersecurity risk Cybersecurity Malicious attacks or accidental events that affect data, computer networks or technology. Implementation of security measures; analysis of events and application of remedies; training. Strengthening awareness plans, technology plans and measures to protect infrastructure and operating assets in order to mitigate the likelihood of risks and associated impacts materialising. Scenarios/ Heatmaps ↑ Increase in threats driven by AI, cybercriminals and the geopolitical context. Risk type Description Management Metric Trend Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 56
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Data protection risk Data protection Uncertainty associated with breaches of data protection obligations that may result in an administrative sanction or civil judgement. Action Plan for each business area to mitigate the risk associated with each obligation based on priority and criticality. The company works in line with the requirements of the General Data Protection Regulation (GDPR) and Spain's Organic Law 3/2018, of 5 December, on the Protection of Personal Data and Guarantee of Digital Rights (LOPDGDD). Internal audit plan in connection with regular compliance reviews. Heatmap/ Scenarios ↑ Regulatory uncertainty and tightening requirements. Nature-related risks Related to nature Adverse effects that ecosystem degradation, species loss or disruption of ecosystem services may have on Naturgy's operations, supply chain and financial value, due to the organisation's dependencies and impacts on natural resources. Emergency plans at facilities with risk of environmental accident. Specific insurance policies. End-to-end environmental management. Naturgy has adopted the recommendations of the Task Force on Nature- related Financial Disclosures (TNFD) for analysing the risks and opportunities related to biodiversity. Scenarios/ Heatmaps ⇆ Significant regulatory and/or legislative changes depending on location. Health and safety risk Health and safety Risk of injury and health impairment for professionals of Naturgy or partner companies in connection with the business. Health and safety management system. Safety plan aimed at controlling the six most critical risk factors in terms of accident frequency and severity: confined spaces, work at heights, electrical risk, tree felling and pruning, load handling and road safety. Heatmap/ Scenarios ⇆ Stable at low risk values. Risk type Description Management Metric Trend Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 57
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Reputational and ESG risk Reputational and ESG Impairment of stakeholders' perception of Naturgy due to environmental, social and governance issues. Identification and tracking of potential reputational events. Transparency. Control mechanism through the system of Internal Control over Sustainability Reporting (ICSR). Scenarios/ Heatmaps ⇆ Stabilisation of the RepRisk index scores. Compliance risk Reputational and crime risk Administrative and criminal penalties. Impairment of Naturgy's reputation. Crime prevention policy, Code of Ethics and Anti- corruption Policy. Whistleblower channel. Training. Heatmap/ Scenarios ⇆ Criminal offences, penalties, financial losses and loss of reputation, contracts and customers.Counterparty risk Administrative and criminal penalties. Reputational damage, with an impact on contractual relationships. Counterparty Due Diligence Procedure. Training Climate change risk Climate change Uncertainty arising from the energy transition (regulation, markets and/or technologies) and the physical impacts of climate change. Corporate positioning through the Global Sustainability Policy, the Sustainability Plan and the Climate Transition Plan, which reinforce governance on climate issues and establish energy transition objectives aligned with the Strategic Plan. Climate scenario analysis and qualitative assessment ↑ Future technology uncertainty. Higher requirements for financial and sustainability reporting to be consistent with the company's objectives. Risk type Description Management Metric Trend Metrics used: – Stochastic: production of trend lines for the main magnitudes, taking the maximum deviation from the benchmark scenario to be the risk, within a pre-set confidence interval. Those magnitudes are generally EBITDA and free cash flow after non-controlling interests. – Scenarios: analysis of the impact, with respect to the benchmark scenario, of a limited number of possible incidents. – Heatmap: the main risk factors for each risk category are assessed to quantify the impact and probability of occurrence of each one. – Non-financial stress factors – Application of international risk assessment frameworks: Task Force on Climate-Related Financial Disclosures (TCFD), as regards climate change, and Task Force on Nature-related Financial Disclosures (TNFD), as regards biodiversity. 4.3. Main opportunities and uncertainties Naturgy views the energy transition as an opportunity to transform the business by promoting decarbonisation so as to drive sustainable growth, energy security and price competitiveness. In this context and based on the 2025-2027 Strategic Plan, Naturgy's main opportunities are: • An integrated industrial model throughout the entire value chain: with growth potential and robust regulatory frameworks that make it possible to maximise profitability. • Multi-energy position: presence in electricity and gas, as a key source for the energy transition. • Renewable generation: increase in renewable generation capacity in line with the global energy transition, combined with hybridisation and repowering of wind farms in operation and batteries to complement photovoltaic plants. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 58
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• Networks operation and growth: continue to improve network quality and the security of energy supply by integrating renewable energies to meet growing electricity demand. • Leading the development of Renewable Gases: by developing and acquiring renewable gas innovation projects, alliances and partnerships to accelerate decarbonisation and consolidate the role of gas in the energy transition. • Gas is the essential component for ensuring security of supply and flexibility and is the cornerstone of the energy transition. Aligned with these opportunities, there are cross-cutting uncertainties, such as the geopolitical context and climate uncertainty, which materialise and impact on many of the risks set out in the categories described above. Geopolitical uncertainty During 2025, the geopolitical environment continued to be a significant source of uncertainty, with potential impacts on global energy markets and the Group's activity. In particular, the following aspects stand out: The armed conflict between Ukraine and Russia, which began in February 2022, continues with no clear signs of resolution in the short term, maintaining tension in international energy markets and volatility in commodity prices. However, gas prices have remained relatively stable in recent months, aided by high storage levels, diversification of supply sources and moderate demand. On 23 October 2025, the Council of the European Union adopted the 19th package of sanctions against Russia, which includes a ban, effective from 1 January 2027, on the purchase, import or transfer, directly or indirectly, of LNG originating in or exported from Russia under contracts with a duration of more than one year signed before 17 June 2025 (short-term contracts are prohibited from April 2026); its validity was extended on 22 December until 31 July 2026. At the same time, in December 2025, the Council of the European Union and the Parliament reached an agreement to approve a Regulation banning imports of Russian natural gas, both by pipeline and in the form of liquefied natural gas (LNG). This regulation provides for the prohibition on imports into the European Union to come into force from 1 January 2027 for long-term LNG contracts entered into before 17 June 2025 and not subsequently amended and from 30 September 2027 for gas pipeline contracts, with a transitional regime for existing contracts and prior authorisation requirements to ensure compliance. The European Commission has stated that this ban constitutes a case of force majeure for the companies that are party to such long-term contracts, meaning that breach of the commitment to take the gas will not generate liability for the buyer. As part of its procurement portfolio, Naturgy has a long-term contract to procure liquefied natural gas of Russian origin that was concluded in 2013 with Yamal LNG and includes take-or-pay clauses for 38 TWh per year through 2041. Since the beginning of the conflict, Naturgy has received the volumes strictly established in the contract. In 2025, this contract accounted for 16% of Group's overall procurements (16% in 2024). Except as noted above, Naturgy does not have any other long-term contracts susceptible to being affected by the sanctions that have been approved, nor does it hold any interest in companies operating in Russia or Belarus or have investments in these countries, nor does it have cash balances or equivalent liquid assets that are restricted as a result of those measures and sanctions. In addition, the global geopolitical context has been affected by growing trade tensions, which have led to persistent volatility in energy and commodity prices, as well as disruptions in supply chains and changes in international trade patterns. These factors may generate additional risks in terms of operating costs, the availability of equipment and materials and project completion times. To mitigate these effects, the Group maintains diversified contracts with multiple suppliers and geographical areas, performs strategic inventory management and flexible project planning, uses contracts with contingency clauses, continuously assesses logistical risks and works with operators to secure alternative routes, as well as having contingency plans to ensure business continuity. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 59
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Throughout 2025, tensions in the Middle East remained high as a result of the terrorist attack in October 2023 and the subsequent military escalation. In June 2025, the parties announced a ceasefire that allowed for the release of hostages and prisoners, as well as the partial opening of humanitarian corridors. However, at 31 December 2025, the situation remains unstable: although the ceasefire agreement remains in force, isolated incidents of violence persist, as does a climate of tension that keeps the geopolitical risk premium high. Although current estimates indicate that this conflict will not have a significant impact on global energy supplies, the Group continues to monitor the situation closely. On 31 August 2025, the contract for operation and maintenance services at the Ramat Gavriel and Alan Tavor combined cycle gas plants in Israel, which Naturgy had been providing since 2019 through its subsidiary Spanish Israeli Operation and Maintenance Company Ltd., was terminated. This company reported a gross operating profit of less than Euros 1 million in 2025 and 2024. During the early days of January 2026, the United States launched a military intervention in Venezuela, which included bombing in the north of the country and the capture of the country's President. Although these events caused political turmoil and protests in the region, a preliminary analysis has not identified any significant risks or effects on Naturgy's activities, given that the Group does not operate any infrastructure or have any exposure in that country. As this situation is constantly evolving and it is difficult to predict the extent or duration of the conflict, Naturgy constantly monitors the relevant macroeconomic and business variables in order to obtain the best estimate of potential impacts in real time, also taking into account recommendations by national and international supervisory bodies on the matter. Climate uncertainty Naturgy aims to remain a key player in the energy transition towards a circular economy model and progressive decarbonisation, by reducing its carbon footprint and negative environmental impacts and integrating biodiversity into its business strategy. To this end, it takes account of technological progress and international frameworks and agreements, as well as their implementation in energy policies and applicable environmental regulations in each of the geographical areas where it operates. In line with this objective, Naturgy has a Climate Transition Plan (CTP) detailing the paths for reducing greenhouse gas (GHG) emissions and the intermediate targets required under applicable regulations, which provide an understanding of the mitigation efforts undertaken by the company. Naturgy's GHG emission reduction targets for 2030 are as follows: • Reduction of Scope 1 and 2 emissions by 36% with respect to 2022 (CTP base year), in line with the 1.5ºC global warming reduction pathway. • Reduction of Scope 3 emissions in Spain by 22% with respect to 2022. This target is aligned with the "Well Below 2 Degrees" (WB2D) reduction pathway. Considering the emissions from the other countries, the Scope 3 reduction is expected to be 8%. In 2025, the reduction with respect to 2022 was 12% for Scope 1 and 2 emissions and 15% for total Scope 3 emissions. Compared to 2024, the decrease was influenced by the increase in production by CCGTs as required to guarantee security of supply, especially in Spain, where generation was stepped up as a result of the country-wide blackout on 28 April 2025. To achieve the objectives set out in the CTP, Naturgy will continue to promote and lead a business model and investment plan fully aligned with the energy trilemma: security of supply, accessibility and affordability of energy and mitigation of environmental impact. Naturgy's Strategic Plan 2025-2027 envisages continuing to invest in the energy transition, principally in renewable generation, electricity grids and renewable gases. It also plans to continue developing energy solutions that promote efficiency at a competitive cost for customers. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 60
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The CTP's main lines of action, as set out in the Strategic Plan 2025-2027, are based on an integrated electricity and gas business model that promotes the decarbonisation of energy through technological neutrality and at the lowest possible cost for consumers, specifically: • Promoting renewable electricity generation using solar and wind together with the necessary growth of electricity grids and back-up capacity using natural gas combined cycle plants. • Developing renewable gases as a lever for the decarbonisation of natural gas through biomethane produced from organic waste and, in the medium/long term, green hydrogen generated from surplus of renewable electricity. This promotes decarbonisation at the lowest possible cost to the consumer and drives the circular economy through the use of waste or surplus. • Offering eco-efficient, carbon-neutral products and services at competitive prices to our customers. • Increasing electrification of final demand in those applications where it is most efficient. Naturgy's CTP will contribute to the future objective of transforming the energy mix contemplated in the National Energy and Climate Plan (NECP) 2023-2030, approved by the Spanish Cabinet on 24 September 2024, which is also aligned with the objective of climate neutrality in the EU by 2050. For the other countries where Naturgy operates, the published national plans and the GHG reduction pathways set out by the International Energy Agency in the "Net Zero Roadmap" scenario are taken into account. Information on the CTP, the Group's decarbonisation strategy and the GHG emission reduction targets are set out in section "E-1 Climate change" of the Group's 2025 Non-Financial Information Statement and Sustainability Report, which is prepared in line with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD), which Naturgy has accepted and which it has been adopting progressively since they were published in 2017. At the end of 2023, the TCFD announced that it was disbanding as a working group and the International Sustainability Standards Board (ISSB) has taken over the TCFD's oversight responsibilities as of 2024. On 26 February 2025, the European Commission presented the Omnibus I package, aimed at simplifying the regulatory framework applicable to sustainability reporting. During the year, various regulations related to this package were approved and they were taken into account in the preparation of this report, but they did not result in substantial changes. At present, the Corporate Sustainability Reporting Directive (CSRD), approved in 2022 and still pending transposition in Spain, as well as the European Sustainability Reporting Standards (ESRS) approved by Delegated Regulation (EU) 2023/2772, remain virtually unchanged in terms of content. In this context, Naturgy follows the CNMV recommendation issued on 19 November 2025, in coordination with the ICAC, and produces its sustainability report in accordance with the current ESRS and Law 11/2018 on non-financial reporting and diversity. This ensures that the information disclosed is comparable and consistent with that of other issuers in the European Union. In addition, the requirements of Royal Decree 214/2025 of 18 March, which establishes a carbon footprint register and the obligation to calculate and publish greenhouse gas emission reduction plans for certain organisations in Spain, have been taken into account. These consolidated annual accounts have been prepared taking into account the decarbonisation commitments undertaken by Naturgy, in addition to the risks and uncertainties related to climate change and the decarbonisation of the economy. In preparing these annual accounts, consideration was given to the IASB publication "Effects of Climate-Related Matters on Financial Statements" (July 2023 update) on the impact of climate change on the application of IFRS in financial reporting and to the guidelines in the "ESRS E1. Climate change" standard, which elaborates on the reporting framework on corporate sustainability defined by the CSRD in this area. The recommendations issued to date by the European Securities and Markets Authority (ESMA) were also taken into account. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 61
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5. Subsequent events Events subsequent to the end of the period are described in Note 39 of the Notes to the Consolidated Financial Statements. 6. Forecast Group performance 6.1. Energy sector trends Naturgy aims to adapt and strengthen the Group's competitive position in response to changing trends in the energy sector by leveraging its competitive strengths. In this regard, Naturgy observes the following trends in the energy sector: • Energy prices remain volatile and sensitive to geopolitical uncertainties. • Greater renewable energy installed capacity leads to greater fluctuations in electricity production and supply, with flexible technologies playing a critical role. • Greater investment in electricity grids is required to integrate renewable energies and meet growing demand for electricity. • Gas is an essential component in ensuring security of supply and flexibility. • Renewable gases, especially biomethane, are a vector for decarbonisation. • Excellence in customer service is required to stand out. 6.2. Vision Naturgy is a leading multi-energy player, committed to driving the energy transition, achieving operational excellence and delivering exceptional customer service. Naturgy aims to be present in the energy value chain by investing with financial discipline, ensuring a BBB rating and sustainable shareholder remuneration Naturgy is committed to driving decarbonisation while balancing sustainable growth, energy security and price competitiveness. The Group’s industrial model focuses on maximising operational efficiency and capturing integrated margins across the value chain, based on the following pillars. Industrial model Integrated model with presence throughout the value chain • The resilience of distribution network businesses provides stable cash flow. • Vertical integration between power generation and the customer. • Industrial role, capturing integrated margins. Multi-energy position • Presence in electricity and gas, as a key source for the energy transition. • Flexible generation using CCGTs while selectively growth of renewable generation to meet customers’ demand. • Leadership in renewable gases, especially biomethane, to accelerate decarbonisation and consolidate the role of gas in the energy transition. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 62
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Customer-centric • Multi-energy offering with value-added services to meet all customer needs, along with eco-efficient, carbon-neutral products and services at competitive prices. • Final demand as a key driver for investment decisions across the value chain. • Excellence in customer service and consolidation of the new customer service model. Strategic Plan 2025–2027 The 2025-2027 strategic roadmap is based on Naturgy's resilient cash flow and solid statement of financial position, which will facilitate the execution of the Group's investment plan and ensure attractive, sustainable returns for its shareholders. This strategy is guided by the following key principles: Operational excellence • Best-in-class operations across all business units. • Excellence in commercial delivery. • Innovation in customer service. Financial discipline and profitability • Commitment to a BBB rating and continuous statement of financial position optimisation. • Selective investments, prioritising value creation over scale and profitability over the cost of capital. • Maintaining organic and inorganic growth optionalities. Shareholder remuneration and liquidity • Attractive, sustainable shareholder remuneration. • Restoration of appropriate free float and liquidity. This strategy aims to enable Naturgy to thrive in the energy landscape by ensuring sustained profitability and value creation for all stakeholders. Following the successful results and achievements in 2022-2024, when the company exceeded various of the targets established in the previous Strategic Plan, the Strategic Plan 2025-2027 reviewed and upgraded the expectations for the coming years, while maintaining the goal of achieving record EBITDA in 2025-2027. (€bn) 2022-2024 Strategic Plan 2025-2027 EBITDA 1 5.3 5.3 CAPEX 1 6.0 6.4 Net financial debt 2 12.2 15.9 Dividends 2 €1.6/share €1.9/share 1 Based on the annual average of the period 2 Based on the last year in the period 6.3. Investment Plan 2025–2027 The Strategic Plan envisages investments amounting to Euros 6.4 billion in the period 2025-2027. These investments are focused on organic growth in existing businesses, underpinned by financial discipline. By rigorously evaluating investments based on the business, the geography and the specific risk inherent to the characteristics of the asset, the Group seeks to ensure a return that exceeds the cost of capital and to guarantee value creation. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 63
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The investment plan focuses on three key businesses: Distribution Networks, Renewable Generation and Renewable Gases. Distribution Networks The Strategic Plan envisages investments in the Networks business amounting to Euros 3.3 billion within regulatory frameworks that offer visibility and appropriate remuneration. 1. Spain Electricity 2. Spain Gas – At the forefront of digitalising electricity networks, including meter replacement – Digital transition by rolling out smart meters to ensure best practices in network operation. – Commitment to increase investment in order to continue improving and upgrading the quality of networks and energy supply – Accelerating the contribution to decarbonisation by incorporating biomethane injection points to transition existing infrastructure – Investments to integrate renewable energies 3. Latin America Gas and Electricity – Portfolio management to maximise returns – Investments to guarantee maintenance and safety standards Renewable Generation The Strategic Plan envisages selective investments in renewable generation projects amounting to Euros 1.2 billion in the period 2025-2027, with the requirement to exceed minimum return levels and/or offer integrated positioning. 1. Vertically integrated geographies 2. Technologies – Solid regulatory frameworks – Hybridisation and repowering of operational wind farms – Minimum required returns – Battery storage to complement operational photovoltaic plants Renewable Gases The Strategic Plan provides for investments in renewable gas projects amounting to Euros 800 million in the period 2025-2027. • Leading development, accelerating decarbonisation and consolidating the role of gas in the energy transition. • A proactive approach to technology to gain operational flexibility, efficiency and options for waste management. • Portfolio of approximately 4.5 TWh of projects in the initial phase. • Acquisition of third-party developments, as well as partnerships and alliances to accelerate growth. • Proactive role vis-à-vis regulations to demonstrate that this is the most efficient solution for decarbonising the residential and industrial sectors. • Gas grids do not require modifications to distribute biomethane. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 64
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6.4. Shareholder remuneration Naturgy's robust performance in recent years has significantly strengthened its business profile and financial position. The Group has also achieved over Euros 5 billion in annual EBITDA, with a solid bottom line and resilient cash flow, supported by the efficiency of the Distribution Networks business and efficient risk management. Strong cash flow and a solid statement of financial position will enable the planned investment programme to be undertaken and provide attractive returns for shareholders, while maintaining the commitment to a BBB rating. Naturgy has revised its dividend policy for the years 2025-2027, establishing a trend of increasing annual dividends from euros 1.6 per share in 2024 to euros 1.9 per share in 2027, subject to maintaining a BBB credit rating. The forward-looking information contained in the various sections on the Group's foreseeable performance reflects plans and forecasts based on assumptions that are considered to be reasonable. However, this forward-looking information should not be interpreted as offering an assurance of the undertaking's future performance since such plans and forecasts are subject to risks and uncertainties with the result that the Group's future performance may not coincide with initially forecasts. 7. Innovation Naturgy views innovation as an indispensable tool for developing new energy solutions that drive the energy transition, combat climate change and evolve technological solutions in order to streamline processes, improve cybersecurity and enhance data management. In addition, Naturgy sees digitalisation as vital to achieving its goals. Our innovation model, designed to create and develop new solutions or businesses, is driven by a range of key factors: – Innovation is collaborative and open, able to respond quickly to signals of change in the environment and evolve in complex scenarios, with the ability to draw lessons from mistakes and look ahead to the future based on understanding the past and observing the present. – Innovation is a key lever for growth, as it opens the door to the adoption of best practices, new business models and technological solutions that contribute to the process digitalisation, automation and process optimisation; it helps ensure safety, enhances operational performance and eases access to information for optimal decision-making. In this way, we put the consumer at the centre to deliver sustainable, value-added solutions and ensure the company's long-term competitiveness. – Production of renewable gases, such as renewable hydrogen and biomethane, for end uses where electrification is neither technically nor economically feasible. Hydrogen is an efficient solution for intensive industry or transportation. Additionally, it holds significant potential for energy storage and integration. Biomethane, an established technology that can replace natural gas without creating abatement costs or requiring end-user infrastructure or equipment to be modified, serves as a clear example of the circular economy by producing renewable gas from organic waste. Innovation projects in this area are aimed at optimising performance and production. – Optimisation of renewable energy generation through innovative systems due to their superior energy efficiency and their ability to be integrated at a lower cost or with greater reliability. This will attract new players into the system to cover part of the energy needs of households, SMEs and public administrations. – Direct use of energy through new manageable electricity consumption that allows for flexibility—for example, in air conditioning—as well as storage for later use. – The response to increasingly fragmented markets, with small, adaptable competitors, in both supply and generation, through smaller renewable plants that are closer to consumers. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 65
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In a way that both complements and cuts across this model, we believe it is essential to introduce disruptive information technology (IT) that will accelerate Naturgy's digitalisation. These technologies not only enhance safety and optimise operations, but also make it easier to access quality information for more effective decision-making. All efforts are focused on creating value to ensure Naturgy's long-term competitiveness. Moreover, AI is a disruptive force in current and future innovation, enabling process automation, service customisation and creation of new business models in all areas. Naturgy designs its technology strategy around the following digitalisation principles: – Simplicity: a core principle that focuses on: • Streamlined processes: paring away complexity in internal processes to improve operational efficiency. • Agile projects: swiftly implementing projects using agile methods that enable rapid adaptation to changes in the context. – Cloud: evolving from a Cloud-first to a Cloud-only model is essential to ensure: • Modular solutions: developing solutions that can be readily adapted and scaled up according to business needs. • Flexibility and scalability: adjusting cloud resources and services to demand in order to ensure efficient, cost-effective operation. Evolution to a cloud-based model makes it easier to adopt emerging technologies such as blockchain, IoT, robotics, artificial intelligence and edge computing. – Data centric: data management, governance and protection are essential to a successful digitalisation strategy. Naturgy takes an all-encompassing strategic view of its relationship with the main software producers and focuses on: • Data management: implementing data-centric architectures, such as data lakes, to centralise and manage large volumes of data. • Data governance and protection: establishing policies and procedures to ensure data integrity, confidentiality and availability. • Data-driven decision-making: strengthening our internal capacity to make informed, data-driven decisions. Robust data management and governance enables a more effective adoption of AI, a key lever in Naturgy's digitalisation: by using analytical and generative AI on large volumes of data, we can extract valuable insights for the business. – Cybersecurity: a mainstay of Naturgy's digitalisation strategy. Its objective is to guarantee the protection of information and the security of systems through a comprehensive approach that includes: • Information protection: implementation of advanced technical measures to safeguard data against unauthorised access and potential security incidents. • Systems security: strengthening and shielding IT infrastructure against threats and vulnerabilities. All of this is supported by best-of-breed technologies (searching for the best software solutions from different providers for specific areas of application) that drive innovation, including Artificial Intelligence and Zero Trust security models (security strategies for multi-cloud networks), with a focus on digital identity. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 66
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To achieve tangible results, Naturgy has implemented a range of innovation tools focused on identifying opportunities (through acceleration and investment in operations) and developing a portfolio of projects that expand the company's industrial profile (such as startup incubators and investment vehicles). The main initiatives implemented in the business are described briefly below, with more detailed information on the innovation projects provided in section “5. Specific information. Innovation" in the 2025 Non-Financial Information Statement and Sustainability Report. Main initiatives applied to business units Supply The "FV Puente Nuevo" shared auto-production project is being developed at the Puente Nuevo Campus (Ávila) as a sustainable energy demonstration laboratory. It integrates photovoltaic generation, storage, electric vehicle charging and smart management using AI. Auto-production is expected to meet over 20% of needs while cutting emissions by m o r e t h a n 3 3 t o n n e s o f C O ₂ per year and saving Euros 680,000 over 25 years. The project, scheduled to go live in 2026, also has a strong educational and social component. Networks A new Agentic Contact Centre as a Service (CCaS) platform has been implemented, incorporating state-of-the-art contact centre and generative AI technologies in electricity and gas distribution in Spain with a three-fold objective: significantly improve the customer experience, moving from reactive to proactive management; automate call quality auditing in customer service; and automate contacts received by the call centres. Spain electricity networks The MARVIN-24 project aims to revolutionise the inspection of power lines and gas pipelines using long-range BVLOS (Beyond Visual Line of Sight) drones with advanced sensors. After inspecting more than 20,000 km since 2022 alongside UFD Distribución Electricidad, S.A. (UFD), the main challenge identified was improving daily productivity (30-40 km/day), especially in areas with adverse weather conditions. The new MARVIN-24 aircraft aims to reach up to 200 km/day, matching the efficiency of crewed helicopters and reducing operating costs by up to 50%. The project includes validation pilot tests on 800 km of power lines and 200 km of gas pipelines, with direct integration into UFD's processes. Thermal Generation Spain Real-time asset management is critical in the operation of CCGT plants. For this reason, the Azure Machine Learning platform was implemented by the Thermal Generation Data Analytics unit in 2025 to develop predictive models. By applying these models to critical assets, the aim is to anticipate failures, which will result in improved equipment maintenance. Artificial Intelligence deployed in the Remote Control Centre (RCC) to support operators in day-to-day operation of the CCGT fleet in Spain. Since the CCGTs currently undergo a large number of starts, the application of Artificial Intelligence is geared towards improving and automating operations, in terms of both monitoring checklists and of assisting the operator using natural language. Renewable Generation The “Battery Second Life” project, developed jointly by Naturgy, Octave and the CIUDEN Foundation (City of Energy), aims to demonstrate the technical and commercial viability of an energy storage system based on second life batteries at the CIUDEN centre. The system will be tested for two years under real conditions, with applications such as self-consumption, peak management, adjustment services and energy backup. The system includes advanced monitoring via the Battery Cloud platform, which enables predictive maintenance and remote control of each module. Following the demonstration phase, the system may remain in operation for an additional two years. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 67
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The "HIB SAE El Escobar" project consists of installing an electricity storage system with lithium-ion (Li-ion) batteries and ultracapacitors (UCAPs) in hybridisation with the El Escobar I photovoltaic plant (3.2 MW) in Ingenio (Gran Canaria). This system, with 1.4 MW of power generation capacity and 4.8 MWh of storage, incorporates grid-forming converters (network stabilisers) to improve the integration of renewables into the electricity grid, offering services such as frequency regulation, black start (restarting the electricity grid from scratch) and voltage control. The project has been declared to be of general interest and received administrative authorisation in May 2025. Renewable Gases With the aim of increasing biomethane production, Naturgy is participating in two partnerships to develop methanation technology: • Together with the Catalonia Institute for Energy Research (IREC), a new catalytic methanation technology is being developed that will be tested at the Arroyo Culebro Wastewater Treatment Plant (WWTP) in Pinto (Madrid). • Green W2BM, S.L. (W2BM), a company owned by Naturgy and Green Waste to Energy, S.L. (Green), is developing biological methanation technology for synthesis gas produced from difficult-to-manage industrial waste, to allow renewable gas to be obtained for injection into the distribution network. 8. Annual Corporate Governance report Attached as an annex and forming an integral part of this Directors' Report is the Annual Report on Corporate Governance 2025, as required by article 526 of the Capital Companies Law. 9. Annual Board Remuneration report Attached as an annex and forming an integral part of this Directors' Report is the Annual Report on Director Remuneration 2025, as required by article 538 of the Capital Companies Law. 10. Additional information 10.1. Own shares Movements during 2025 and 2024 involving own shares of Naturgy Energy Group, S.A. are as follows: Number of shares Amount (€ million) % Capital 01.01.2024 8,879,595 206 0.9 Share Acquisition Plan 0 0 — Delivered to employees 0 0 — 31.12.2024 8,879,595 206 0.9 Tender offer 88,000,000 2,332 9.1 1st accelerated placement (19,305,000) (506) (2.0) 2nd accelerated placement (34,100,000) (893) (3.5) Delivered to employees (254,365) (7) — 31.12.2025 43,220,230 1,132 4.5 Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 68
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Year 2025 Tender offer At the date of publication of the notification of the tender offer (14 March 2025), Naturgy held 8,879,595 treasury shares, of which 8,639,595 were classified as indirect treasury shares as they were held by Naturgy Alfa Investments, S.A.U. (which is wholly owned, indirectly, by Naturgy Energy Group, S.A.). On 25 March 2025, the Board of Directors unanimously adopted, among others, a resolution under which Naturgy Energy Group, S.A. would acquired the 8,639,595 shares of the Company owned by Naturgy Alfa Investments, S.A.U. at a price of Euros 26.50, in connection with the early termination of the long-term variable incentive plan agreed by the Company's Board of Directors at the meeting hold on 18 February 2025 (see "Share-based payments" section of this Note). Naturgy Energy Group, S.A., the parent company of the Group, executed this acquisition on 14 May 2025. On 25 March 2025, at an Ordinary General Meeting of Naturgy Energy Group, S.A., the shareholders resolved to approve a voluntary partial public tender offer for a maximum of 88,000,000 own shares, representing 9.08% of its share capital, addressed to all Naturgy shareholders. The offer was not directed at the 8,879,595 treasury shares held by the Company prior to its launch, which represented 0.92% of its share capital, which were blocked as part of the offer in order to prevent their transfer. Consequently, the offer was addressed to the holders of 960,734,206 shares of Naturgy, representing 99.08% of the share capital, with the aim of acquiring the maximum number of shares indicated above. The offer was for the purchase of shares for a consideration of Euros 26.50 per share, payable entirely in cash. The terms established in the offer were identical for all the shares of Naturgy to which the offer was extended, the offer being voluntary and with a price freely set by Naturgy in accordance with the provisions of Article 13.5 of Royal Decree 1066/2007, without being subject to the rules on equitable pricing in Article 9 of Royal Decree 1066/2007. Shareholders owning shares representing more than 10% of the capital of Naturgy Energy Group, S.A.: Criteria Caixa, S.A.U. (Fundación Bancaria Caixa d'Estalvis i Pensions de Barcelona); Rioja Acquisition S.à r.l. (CVC Capital Partners PLC); GIP III Canary 1, S.à r.l. (BlackRock, Inc.); and Global InfraCo O (2), S.à r.l. (IFM Global Infrastructure Fund), undertook to accept the offer with all of their shares. Since the offer was made in respect of a number of shares representing 9.08% of Naturgy's share capital, which is less than the 84.97% of the share capital in respect of which acceptance undertakings have been received, it was expected that the total number of shares that accepted the offer would exceed the number of shares to which the offer was extended. Consequently, the distribution and pro-rata apportionment mechanism provided for in article 38.1 of Royal Decree 1066/2007 was applied. The offer is part of the 2025-2027 Strategic Plan, one of whose core pillars is to restore adequate levels of free float and its main purpose is for Naturgy to acquire treasury shares so that, when deemed reasonable, possible and appropriate in accordance with market conditions existing at any given time, some or all of these shares may be placed by the Company in an orderly manner, on one or more occasions, by the procedure and under the terms and conditions (including the price) that Naturgy's Board of Directors deems most appropriate, so as to increase the free float and advance towards the goal of returning to the main stock market indexes, especially those of the MSCI family. Naturgy expects to place on the market, during the term of the 2025-2027 Strategic Plan, both the shares acquired in the voluntary and partial tender offer and all other treasury shares currently held by the Company. The resolution approved at the General Shareholders' Meeting on 25 March 2025 does not envisage that the shares so acquired may be cancelled and, pursuant to the 2025-2027 Strategic Plan's goal of increasing the free-float, on 6 May 2025, the Board of Directors undertook not to propose, during that period, that the General Shareholders' Meeting approve their cancellation. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 69
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The offer was not a delisting offer as regulated in Article 65 of the Securities Markets and Investment Services Act (LMVSI) and Article 10 of Royal Decree 1066/2007, nor was it a tender offer for a capital reduction through the acquisition of treasury shares as regulated in Article 12 of Royal Decree 1066/2007. The acceptance period was from 30 May to 13 June 2025. On completion of the offer, the number of shares ultimately acquired as part of the offer totalled 88 million, resulting in a cash outlay of Euros 2,332 million. Consequently, as at 30 June 2025, the total number of Naturgy treasury shares amounted to 96,879,595. Placement of treasury stock During the second half of 2025, Naturgy carried out a series of transactions involving own shares as part of its strategy to return to the market the shares acquired in the tender offer described above, thereby helping to improve the share's liquidity and facilitating its inclusion in international stock market indices. On 7 August 2025, Naturgy completed two transactions involving the disposal of treasury shares: an accelerated placement of 19,305,000 shares (approximately 2.0% of share capital) carried out by an intermediary and aimed at qualified investors, which raised Euros 500 million and a bilateral sale of 34,100,000 shares (approximately 3.5% of share capital) to an international financial institution, for an amount of Euros 883 million. In both transactions, the execution price was Euros 25.9 per share, i.e. the price of the tender offer (Euros26.5 per share) adjusted for the interim dividend of Euros 0.60 per share paid on 30 July 2025. Simultaneously with the bilateral sale of 34,100,000 shares, Naturgy entered into a total return swap agreement with the buyer, the same financial institution with which the sale has been made, under which Naturgy maintains economic exposure to the shares sold. Given that the swap is contingent upon the sale contract, the accounting effects are analysed jointly. The financial swap involves the intermediary placing the shares on the market under agreed conditions. At the time the swap was arranged, Naturgy did not make the initial payment of Euros 883 million, as the amount equivalent to the product of the number of shares covered by the contract and the agreed price is offset by the amount associated with the bilateral sale. At the time of settlement arising from the sale of shares to third parties: • Naturgy will pay a fixed amount equivalent to 1% of the initial amount, calculated on the basis of the shares sold to third parties and the period elapsed between contract signature and settlement; • the intermediary will pay the difference between the share placement price and their initial price; and • the intermediary will pay Naturgy the initial amount linked to the purchase of the placed shares. Furthermore, during the term of the swap agreement, Naturgy receives the dividends that the intermediary collects for the shares subject to the agreement. In November 2025, Naturgy received Euros 17 million under this heading, recognised under Other reserves. Given that Naturgy retains the risks and benefits associated with the shares involved in the bilateral sale and the financial swap, these shares are not removed from the group's equity. These transactions are considered as intermediation for the placement of shares by the financial institution, there being no financing transaction or, therefore, financial liability, since the amount received from the sale is offset by the initial disbursement of the swap contract. In relation to the accelerated placement process, Naturgy undertook not to dispose of its remaining treasury shares and not to carry out any transaction aimed at reducing its economic exposure under the financial swap for a period of 60 days from the completion of the accelerated placement process. On 9 October 2025, Naturgy carried out another accelerated placement of 34,100,000 treasury shares (approximately 3.5% of share capital) among qualified investors, for a total amount of Euros 883 million, also for an execution price of Euros 25.9 per share and it also assumed a 60-day lock-up commitment on the remaining treasury shares, as well as an undertaking not to carry out any transaction aimed at reducing its economic exposure under the financial swap signed on 7 August 2025. The net amount received was Euros 879 million. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 70
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As a result of these share placement transactions, a loss of Euros 17 million on transactions with own shares was recognised under Other reserves, without considering them as related expenses.. Delivered to employees Executing the resolutions adopted by the Shareholders' Meeting of Naturgy Energy Group, S.A., the 2025 Share Ownership Plan for Naturgy employees in Spain who voluntarily applied was implemented. The Plan enables participants to receive part of their remuneration in the form of shares in Naturgy Energy Group, S.A., subject to an annual limit of Euros 12,000. During August 2025, a total of 254,365 shares worth Euros 7 million were distributed to employees. Following these transactions and taking into account the swap agreement, Naturgy owned 43,220,230 own shares as at 31 December 2025, i.e. 4.5% of share capital. Year 2024 No transactions involving own shares were carried out in 2024. Note 14 of the Notes to the Consolidated Financial Statements contains full information on own shares. 10.2. Information on average supplier payment period The average payment period is calculated in accordance with Law 15/2010 on measures to combat late payment in business operations and the changes brought in under Law 18/2022 of 28 September on the formation and growth of companies. The disclosures in the notes to the annual accounts about the average supplier payment period that are required under that legislation are as follows: 2025 2024 Total payments (€ million) 10,775 10,517 Total outstanding payments (€ million) 261 349 Average supplier payment period (days) (1) 18 22 Transactions paid ratio (days) (2) 18 22 Transactions pending payment ratio (days) (3) 18 28 Total payments within the period established in the delinquency regulations (€ million) 10,731 10,465 Amount paid within the term established in the late payment regulations, as a % of the total amount paid 99.59 % 99.51 % Number of invoices paid within the period established in the delinquency regulations 24,341,964 23,727,572 Invoices paid within the term established in the late payment regulations, as a % of total invoices paid 99.24 % 98.76 % (1) Calculated on the basis of amounts paid and pending payment. (2) Average payment period in transactions paid during the year. (3) Average age of outstanding balance to suppliers. 11. Non-Financial Information Statement and Sustainability Report Attached as an annex and forming an integral part of this Directors' Report is the 2025 Non-Financial Information Statement and Sustainability Report. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 71
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Annex i. Alternative performance metrics Naturgy's financial disclosures contain magnitudes and metrics drafted in accordance with International Financial Reporting Standards (IFRS) and others that are based on the Group's disclosure model, referred to as Alternative Performance Metrics (APM), which are viewed as adjusted figures with respect to those presented in accordance with IFRS. The chosen APMs are useful for persons consulting the financial information as they allow an analysis of the financial performance, cash flows and financial situation of Naturgy and a comparison with other companies. Below is a glossary of terms with the definition of the APMs. The APM terms can generally be traced directly to the relevant items of the Consolidated statement of financial position, Consolidated income statement, Consolidated statement of cash flows and notes to the Consolidated annual accounts of Naturgy. To enhance the traceability, a reconciliation is presented of the calculated values. Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 72
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EBITDA EBITDA = Net sales (2) – Procurements (2) + Other operating income (2) – Personnel expenses (2) – Other operating expenses (2) + Gain/(loss) on disposals of fixed assets (2) + Release of fixed asset grants to income and other (2) €5,334 million €5,365 million EBITDA (“Earnings Before Interest, Taxes, Depreciation and Amortisation”) measures the Group's operating profit before deducting interests, taxes, depreciation and amortisation. By dispensing with financial, tax and accounting expenses that do not entail a cash outflow, it makes it possible to compare earnings performance over time. This indicator is widely used in the markets to compare the results of different companies. Operating expenses (OPEX) Personnel expenses (2) + Own work capitalised (4) (Note 25) + Other operating expenses (2) – Taxes (4) (Note 26) €1,986 million = 632 + 80 + 1,879 - 605 €2,028 million = 643 + 80 + 2,001 - 696 Measures the expenses incurred by the Group to carry out its business activities, without considering taxes. Permits comparisons with other companies. Capital expenditure (CAPEX) (6) Investment in property, plant and equipment (4) (Note 5) + Investment in intangible assets (4) (Note 6) + Payments for investments in group companies, associates and business units (3) €2,142 million = 418 + 1,721 + 3 €2,280 million = 340 + 1,925 + 15 Measure of the investment in each period in assets of the various businesses, including accrued and unpaid investments. Provides information on how funds are allocated and enables comparison between periods. Comprises investments in maintenance and growth (funds invested in developing and expanding the Group's activities), including investments in group companies, associates and business units. Net capital expenditure (Net CAPEX) (6) CAPEX (5) - Other proceeds from investing activities (3) €1,893 million = 2,142 – 249 €1,966 million = 2,280 – 314 Measurement of the investment effort in each period without considering assets transferred or contributed by third parties. Gross financial debt Non-current financial liabilities (1) (Note 17) + Current financial liabilities (1) (Note 17) €16,763 million = 13,992 + 2,771 €18,022 million = 15,095+ 2,927 Measure of the Group's indebtedness. Includes current and non-current items. This indicator is widely used in the capital markets to compare different companies. Alternative performance metrics Definition and terms Reconciliation of values as at 31.12.2025 Reconciliation of values as at 31.12.2024 Relevance Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 73
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Net financial debt Gross financial debt (5)– Cash and cash equivalents (1) – Derivative financial assets linked to financial liabilities (4) (Note 8) €12,317 million = 16,763 - 4,357 – 89 €12,201 million = 18,022 - 5,626 – 195 A measure of the Group's indebtedness, including current and non-current items, net of cash and cash equivalents and asset derivatives linked to financial liabilities. This indicator is widely used in the capital markets to compare different companies. Leverage (%) Net financial debt (5) / (Net financial debt (5) + Equity (1)) 52.0% = 12,317 / (12,317 + 11,373) 51.1% = 12,201 / (12,201 + 11,653) Measures the proportion of borrowed funds in financing the business activity. This indicator is widely used in the capital markets to compare different companies. Cost of net financial debt Cost of financial debt (4) (Note 30) – Interest revenue (4) (Note 30) €529 million = 708 - 179 €490 million = 710 - 220 Measures the cost of borrowings, net of interest revenues. This indicator is widely used in the capital markets to compare different companies. EBITDA/Cost of net financial debt EBITDA (5) / Cost of net financial debt (5) 10.1x = 5,334 / 529 10.9x = 5,365 / 490 A measure of the company's ability to generate operating funds, expressed as a multiple of the cost of borrowings. This indicator is widely used in the capital markets to compare different companies. Net financial debt / EBITDA Net financial debt (5) / EBITDA (5) 2.3x = 12,317 / 5,334 2.3x = 12,201 / 5,365 A measure of the Group's ability to generate funds to service its debt. This indicator is widely used in the capital markets to compare different companies. Net Free Cash Flow Cash flows from operating activities (3) + Cash flows from investing activities (3) + Cash flows from financing activities (3) - Proceeds/payments on financial liability instruments (3) €-375 million = 4,525 - 1,869 - 3,670 + 639 €73 million = 3,992 – 1,821 - 239 -1,859 A measure of cash flow that indicates the volume of funds available to service debt. Alternative performance metrics Definition and terms Reconciliation of values as at 31.12.2025 Reconciliation of values as at 31.12.2024 Relevance Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 74
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Free cash flow after non- controlling interests Free cash flow (5) + Dividends received by parent company net of those received by group companies (4) (Note 14) + Purchase of own shares - Sale of own shares - associated dividends (4) (Note 31) €2,242 million = -375 + 1,676 + 2,332 - 1,374 -17 €1,418 million = 73 + 1,345 + 0 - 0 - 0 A measure of cash generated by operating and investing activities. It is used to assess the funds available to pay dividends to shareholders and service debt. Average cost of gross financial debt Cost of borrowings (4) (Note 30) - Cost of finance lease liabilities (4) (Note 30) - Other refinancing costs (4) (Note 30) / annual average of gross financial debt (considering all month-end balances in the year, excluding finance lease debt) (4) (Note 17) 3.9% = (708 - 83 - 11) / 15,712 4.0% = (710 - 85 - 15) / 15,251 A measure of the effective interest rate on borrowings. This indicator is widely used in the capital markets to compare different companies. Liquidity Cash and cash equivalents (1) + Undrawn and fully committed lines of credit (4) (Note 17) €9,917 million = 4,357 + 5,560 €11,237 million = 5,626 + 5,611 A measure of the Group's ability to meet any type of payment. Economic value distributed Procurements (2) + Other operating expenses (including taxes) (2) + Income tax payments (3) + Personnel expenses (2) + Work on fixed assets (4) (Note 25) + Financial expenses (2) + Dividends paid by the parent company (4) (Note 14) + Expenses of discontinued operations (4) (Note 11) €17,689 million = 11,849 + 1,879 + 774 + 632 + 80 + 793 + 1,682 + 0 €17,173 million = 11,565 + 2,001 + 663 + 643 + 80 + 842 + 1,357 +22 Measure of the company's value considering the economic value generated by its activities, distributed to the various stakeholders (mainly shareholders, suppliers, employees, government and society). Market capitalisation No. of shares ('000) outstanding at end of period (4) (Note 14) * Market price at end of period (4) (Note 14) €25,132 million = 969,614 * 25.92 euros €22,670 million = 969,614 * 23.38 euros A measure of the company's market value based on its share price. Alternative performance metrics Definition and terms Reconciliation of values as at 31.12.2025 Reconciliation of values as at 31.12.2024 Relevance (1) Consolidated statement of financial position line item (2) Consolidated income statement line item (3) Consolidated statement of cash flows line item (4) Figure detailed in the Notes to the consolidated annual accounts (5) Figure detailed in the APMs (6) Figure detailed in the directors' report Naturgy Energy Group, S.A. and subsidiaries I Annual financial report 2025 75
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Naturgy Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 1
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Summary 01. General disclosures 6 1. Basis for preparation 6 General basis for preparation of Consolidated Non-Financial Information Statement and Sustainability Reporting (BP-1) 6 Disclosures in relation to specific circumstances (BP-2) 7 2. Governance 12 The role of the administrative, management and supervisory bodies (GOV-1) 12 Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies (GOV-2) 26 Integration of sustainability-related performance in incentive schemes (GOV-3) 28 Statement on due diligence (GOV-4) 29 Risk management and internal controls over sustainability reporting (GOV-5) 31 3. Strategy 34 Strategy, business model and value chain (SBM-1) 34 Interests and views of stakeholders (SBM-2) 50 Material impacts, risks and opportunities and their interaction with strategy and business model (SBM-3) 51 4. Impact, risk and opportunity management 66 Description of the processes to identify and assess material impacts, risks and opportunities (IRO-1) 66 Disclosure requirements in ESRS covered by the undertaking’s sustainability statement (IRO-2) 68 02. Environment 80 UE Taxonomy Report UE (Regulation 2020/852) and sustainable financing 80 1. Climate Change (E1) 104 Integration of sustainability-related performance in incentive schemes (GOV-3) 104 Transition plan for climate change mitigation (E1-1) 104 Material impacts, risks and opportunities and their interaction with strategy and business model (SBM-3) 111 Description of the processes to identify and assess material climate- related impacts, risks and opportunities (IRO-1) 125 Policies related to climate change mitigation and adaptation (E1-2) 130 Actions and resources in relation to climate change policies (E1-3) 130 Targets related to climate change mitigation and adaptation (E1-4) 139 Energy consumption and mix (E1-5) 148 Gross Scopes 1, 2, 3 and Total GHG emissions (E1-6) 149 Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 2
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GHG removals and GHG mitigation projects financed through carbon credits (E1-7) 162 Internal carbon pricing (E1-8) 164 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities (E1-9) 165 2. Pollution (E2) 171 Description of the processes to identify and assess material pollution- related impacts, risks and opportunities (IRO-1) 171 Policies related to pollution (E2-1) 173 Actions and resources related to pollution (E2-2) 173 3. Water and marine resources (E3) 174 Description of the processes to identify and assess material water and marine resources-related impacts, risks and opportunities (IRO-1) 174 Policies related to water and marine resources (E3-1) 175 Actions and resources related to water and marine resources (E3-2) 175 Targets related to water and marine resources (E3-3) 176 Water consumption (E3-4) 177 Anticipated financial effects from water and marine resources-related impacts, risks and opportunities (E3-5) 179 4. Biodiversity and ecosystems (E4) 180 Transition plan and consideration of biodiversity and ecosystems in strategy (E4-1) 180 Material impacts, risks and opportunities and their interaction with strategy and business model (SBM-3) 182 Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks and opportunities (IRO-1) 189 Policies related to biodiversity and ecosystems (E4-2) 191 Actions and resources related to biodiversity and ecosystems (E4-3) 193 Targets related to biodiversity and ecosystems (E4-4) 197 Impact metrics related to biodiversity and ecosystems change (E4-5) 199 Anticipated financial effects from biodiversity and ecosystem-related risks and opportunities (E4-6) 203 5. Resource use and circular economy (E5) 204 Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities (IRO-1) 204 Policies related to resource use and circular economy (E5-1) 205 Actions and resources related to resource use and circular economy (E5-2) 205 03. Social 207 1. Own workforce (S1) 207 Interests and views of stakeholders (SBM-2) 207 Material impacts, risks and opportunities and their interaction with strategy and business model (SBM-3) 207 Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 3
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Policies related to own workforce (S1-1) 210 Processes for engaging with own workers and workers’ representatives about impacts (S1-2) 212 Processes to remediate negative impacts and channels for own workforce to raise concerns (S1-3) 214 Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions (S1-4) 218 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities (S1-5) 239 Characteristics of the undertaking’s employees (S1-6) 241 Characteristics of non-employee workers in the undertaking’s own workforce (S1-7) 243 Collective bargaining coverage and social dialogue (S1-8) 243 Diversity metrics (S1-9) 244 Adequate wages (S1-10) 245 Social protection (S1-11) 245 Persons with disabilities (S1-12) 246 Training and skills development metrics (S1-13) 246 Health and safety metrics (S1-14) 247 Work-life balance metrics (S1-15) 248 Compensation metrics (pay gap and total compensation) (S1-16) 250 Incidents, complaints and severe human rights impacts (S1-17) 251 2. Workers in the value chain (S2) 253 Interests and views of stakeholders (SBM-2) 253 Material impacts, risks and opportunities and their interaction with strategy and business model (SBM-3) 253 Policies related to value chain 256 workers (S2-1) 256 Processes for engaging with value chain workers about impacts (S2-2) 258 Processes to remediate negative impacts and channels for value chain workers to raise concerns (S2-3) 259 Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those action (S2-4) 260 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities (S2-5) 267 3. Affected communities (S3) 270 Interests and views of stakeholders (SBM-2) 270 Material impacts, risks and opportunities and their interaction with strategy and business model (SBM-3) 270 Policies related to affected communities (S3-1) 273 Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 4
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Processes for engaging with affected communities about impacts (S3-2) 274 Processes to remediate negative impacts and channels for affected communities to raise concerns (S3-3) 278 Taking action on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions (S3-4) 280 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities (S3-5) 286 4. Consumers and end-users (S4) 288 Interests and views of stakeholders (SBM-2) 288 Material impacts, risks and opportunities and their interaction with strategy and business model (SBM-3) 288 Policies related to consumers and end-users (S4-1) 292 Processes for engaging with consumers and end-users about impacts (S4-2) 294 Processes to remediate negative impacts and channels for consumers and end-users to raise concerns (S4-3) 297 Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions (S4-4) 301 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities (S4-5) 309 04. Business conduct 312 The role of the administrative, supervisory and management bodies (GOV-1) 312 Description of the processes to identify and assess material impacts, risks and opportunities (IRO-1) 313 Business conduct policies and corporate culture (G1-1) 315 Management of relationships with suppliers (G1-2) 323 Prevention and detection of corruption and bribery (G1-3) 329 Confirmed incidents of corruption or bribery (G1-4) 330 Political influence and lobbying activities (G1-5) 331 Payment practices (G1-6) 332 05. Specific information 334 Cybersecurity 334 Taxation 338 Innovation 345 06. Disclosures stemming from other legislation (Law 11/2018) 353 07. Annexes 365 Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 5
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01. General disclosures 1. Basis for preparation General basis for preparation of Consolidated Non-Financial Information Statement and Sustainability Reporting (BP-1) The present Consolidated Non-Financial Information Statement and Sustainability Reporting, for the purposes of simplification Sustainability Report, forms part of the Consolidated Directors’ Report of Naturgy Energy Group, S.A. and subsidiaries -the Naturgy Group- (hereinafter, Naturgy, the "company" or the "group"). It is subject to the same criteria for approval, submission and publication as these reports and has been verified by an independent expert in these services. With the emission of this report Naturgy Energy Group, S.A. complies with the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS), as set out in Annex I of Commission Delegated Regulation (EU) 2023/2772 of 31 July 2023, as amended by Commission Delegated Regulation (EU) 2025/1416 of 11 July 2025, supplementing Directive 2013/34/EU of the European Parliament and of the Council as regards sustainability reporting standards. Furthermore, the European regulatory context stemming from Omnibus Package I, which entails regulatory simplification in the area of sustainability, has been taken into account. Specifically, for the preparation of this Report, Naturgy has considered only the provisions of Commission Delegated Regulation (EU) 2025/1416 of 11 July 2025 (hereinafter Quick Fix) regarding the postponement of the application date of certain disclosure requirements. Additionally, the company complies with the provisions of the “Second Joint Statement on the transposition of the CSRD Directive and subsequent amendments to the Spanish legal system" issued by the Spanish Accounting and Auditing Institute (ICAC) and Spanish National Securities Market Commission (CNMV), dated 19 November 2025, and has aligned the contents of this Report with the information requirements established by Law 11/2018, of 28 December 2018, which transposes into Spanish law Directive 2014/95/EU of the European Parliament and of the Council 22 October 2014, which modifies Directive 2013/34/EU as regards the disclosure of non-financial information. In particular, a response has been provided to those requirements that are not covered by the framework of the ESRS. Scope of information Introduction to scope of information BP-1_01 Aligned with the mandate of the CSRD, Naturgy has taken into account, for the definition of the coverage of this report, the companies over which it has the capacity to control, those over which it has significant influence and those activities relevant to the company from the Environmental, Social and Governance (ESG) points of view. In this sense, this Sustainability Report has been prepared on the basis of the consolidated group of companies. Scope of the report BP-1_02 The group financial and sustainability data presented in this report are consolidated and refer to all activities carried out during the calendar year 2025 as a global gas and electricity operator through the companies included in Appendix I of the Consolidated Financial Report for the financial year 2025. BP-1_03 This report has been prepared on a consolidated basis, so that all companies included within the scope, present in any of the member countries of the European Union and which are subject to the CSRD, are exempt from submitting an individual sustainability report. This exemption also extends to those companies of the company that are not subject to CSRD, except for those companies in countries where local legislation requires it. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 6
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BP-1_04 Throughout this report, information is presented on the company's value chain activity, which has been used to perform the double materiality assessment described in the section "4. Impact, risk and opportunity management" in this chapter. It is important to highlight that this information covers all of Naturgy's own operations and, partially, the activities upstream and downstream in its value chain, as permitted in the first years of application of the sustainability reporting directive on which this report is based. The detail of the scope provided is explained in the description of Naturgy's current value chain, which appears in the section "Naturgy and its value chain" in this chapter. Additional considerations BP-1_05; BP-1_06 Naturgy has not chosen to omit specific items of information on intellectual property, know-how or results of innovation in accordance with point 7.7. of ESRS 1. Disclosures in relation to specific circumstances (BP-2) Disclosures stemming from other legislation and reference standards BP-2_16 As mentioned above, Naturgy has prepared its Sustainability Report, in terms of structure and reporting information, within the framework of the ESRS and Law 11/2018, as mentioned above. However, this Report has been prepared, in turn, in accordance with other European legislation and globally accepted initiatives. On one side, Naturgy responds to the information requirements derived from the Taxonomy Regulation, Regulation (EU) 2020/852 of the European Parliament and the Council of Europe, which establishes a classification system for economic activities that defines on the basis of target criteria what is and is not sustainable. Specifically, Naturgy complies with the technical information requirements established in the EU Taxonomy Delegated Acts 2021/2139, 2022/1214 and 2023/2486, which complement the above-mentioned regulation, and reports on the degree of eligibility and alignment of its activities in accordance with the European taxonomy for the targets of climate change mitigation, adaptation to climate change, protection of water and marine resources, transition to a circular economy, prevention and control of pollution and protection and restoration of biodiversity and ecosystems. On the other hand, it should be noted that, as an integral part of the Omnibus I regulatory package, the European Commission included a proposal to amend certain aspects of the Delegated Regulations on disclosure of information related to the taxonomy, whose main target are to simplify and clarify the disclosure requirements for companies and adjust the technical criteria relating to the principle of not causing significant harm ("DNSH"). However, since this proposed amendment was approved after the 2025 reporting period had already begun, Naturgy has chosen to continue reporting the information as in previous years, as permitted by the proposal. BP-2_17 Regarding information on greenhouse gas emissions, the report addresses the reporting requirements of Royal Decree 214/2025 of March 18, which establishes the carbon footprint registry, carbon offsetting and carbon dioxide absorption projects, and mandates the calculation of carbon footprints and the preparation and publication of greenhouse gas emission reduction plans. Furthermore, the report adopts the recommendations of the international working groups Task Force on Climate-related Financial Disclosures (TCFD) and Task Force on Nature- related Financial Disclosures (TNFD), specifically concerning the analysis of climate risks and opportunities and those related to biodiversity and ecosystems, respectively. At the end of this chapter, different tables have been included that break down all the disclosure requirements that have been answered in the Report. Additionally, in the Annexes chapter, a correspondence of the contents of Law 11/2018 covered by the Report, and its equivalence with the ESRS, will be included. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 7
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Time horizons addressed Considering that the reference period for this Report, as well as for the Consolidated Annual Financial Report, is the financial year 2025, the following time horizons have been established, in line with the ESRS: – Short term: one year after the reference period, i.e. the year 2026. – Medium term: covers the period 2027-2031 inclusive. – Long term: from 2032 onwards. Naturgy has determined that the timeframes presented above are those that best fit the company's strategic sustainability planning for the coming years, and provide the most realistic view of a possible materialisation of impacts, risks and ESG opportunities. However, in order to determine the risks derived from climate change, a scenario analysis was carried out using the following time horizons: – Short term: until 2030. – Medium term: until 2040. – Long term: until 2050. The use of different time horizons is due to the fact that, in the case of climate risks and opportunities, Naturgy considers that they provide a more realistic view in terms of probability of occurrence and financial impact, in line with the aforementioned international initiative Task Force on Climate-Related Financial Disclosures (TCFD). Value chain estimation BP-2_03; BP-2_04; BP-2_05; BP-2_06 This Sustainability Report includes the main ESG matter considered material for Naturgy's activity and its value chain. In accordance with transitional provision 10.2. of ESRS 1, the company has not made quantitative estimates relating to the value chain, except for the calculation of greenhouse gas emissions of scope 3. In this case, the quantification methodology can be consulted in the chapter on climate change, section "Methodology for calculating the greenhouse gas (GHG) emissions inventory". Limitations of the information reported Naturgy considers that this report provides a reasonable and balanced reflection of the company's environmental, social and governance performance. In the event that any particular indicator could not be prepared in accordance with the requirements of the ESRS, explanatory notes are added at the foot of each table. BP-2_10; BP-2_11; BP-2_12 Throughout the Report, when it is considered to facilitate the interpretation of the data, the scope of each of the indicators shown is specified, as well as relevant variations with respect to the previous year. This case applies, for example, to those metrics that have undergone modifications in their preparation with respect to the previous report, or have been replaced together with the justification for this fact, whenever possible. BP-2_07; BP-2_08; BP-2_09 In addition, indicators subject to a high degree of uncertainty have been identified in the body of the document, such as those referring to forward-looking economic or operational estimates, for which the calculation methodologies used (approximations and assumptions) and sources of uncertainty are also reported. BP-2_13; BP-2_14; BP-2_15 In a continuous improvement exercise, the qualitative and quantitative information submitted in previous years is reviewed annually to ensure its accuracy. Therefore, possible inaccurate references and their nature are identified, and their correct value is determined if possible, or the reason why the correction is impracticable is explained. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 8
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Verification The integrity, robustness and veracity of the information contained in this report are preserved by the policies and procedures incorporated in Naturgy's Sustainability Information Internal Control System (SCIIS), and are intended, among others, to ensure the correct presentation of the company's information to third parties. Naturgy annually commissions an independent third party to verify the contents of its report. This report, corresponding to financial year 2025, has been verified by KPMG, which reviews compliance with the contents of the Sustainability Report in accordance with the ESRS, the technical requirements defined in the EU Taxonomy Delegated Acts 2021/2139, 2022/1214 and 2023/2486, which complement Regulation 2020/852 of the European Parliament and the Council of Europe (see more information in the chapter "EU Taxonomy Report (Regulation 2020/852) and sustainable financing") and Law 11/2018 of 28 December 2018. The objectives, scope and conclusions of the verification, as well as the procedures used, are included in the independent assurance report issued by KPMG, attached in the "Annexes" chapter of this Sustainability Report. Finally, the inventory of greenhouse gas emissions for the year 2025, corresponding to Naturgy's carbon footprint for that monitoring period, and included in the chapter "Climate Change", has been verified by Verico SCE, in accordance with the requirements established in the UNE-ISO 14064 and GHG Protocol standards. Incorporation of information by reference BP-2_20 In general terms, the disclosure requirements derived from the ESRS, Spanish Law 11/2018 and other legislation have been addressed in this Sustainability Report. On occasions, the report is supplemented with information contained in other corporate reports for the sole purpose of expanding on the detail contained herein, in which case cross-references to the relevant documentation have been included. Corporate policies Naturgy has a Statement of Principles and Policies (DPP), approved by the Board of Directors, which establishes the principles derived from its purpose and values and which guide its activities to build trusting, stable, solid, and mutually beneficial relationships with its stakeholders. The DPP establishes twelve principles for creating value through the Group's overall strategy, in an ethical and socially responsible manner, while preserving the environment and biodiversity: – Ethics and Integrity. – Human Rights. – Environment. – Safety, Health, and Welfare. – Customers. – People. – Supply Chain. – Society. – Transparency and Communication. – Asset Protection. – Excellence. – Results. The regulatory framework for these principles, including general criteria for their implementation and specific responsibilities, is set out in the Code of Ethics and thirteen Global Policies. The following details the global policies related to the material impacts, risks, and opportunities addressed in this report: – Sustainability. – Safety, Health and Welfare. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 9
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– Outsourcing and Suppliers. – Financial and Sustainability Information. – Taxation. – Regulations. – Integrated Management System. – Information Technology. – Risks. The DPP and related policies apply to all companies in which Naturgy holds a majority stake and those for which it is responsible for operation and/or management. Furthermore, the DDP is promoted for all individuals and companies that collaborate with Naturgy throughout its value chain. Throughout this report, a description is provided of the core content and general objectives of the policy or policies established for each sustainability theme identified as material, along with their material impacts, risks, and opportunities, as well as their management and monitoring. In the case of the Environmental ESRS, Naturgy establishes its principles of action regarding climate change, pollution, water resources, biodiversity and ecosystems, resource use, and the circular economy in its Global Sustainability Policy. This policy establishes the governance, strategy, identification of impacts, risks, and opportunities, and the establishment of metrics and objectives that ensure the management of the environmental issues established in the EIS, through the definition of principles, responsibilities, and tools. The common minimum disclosure requirements (MDR-P) relating to standards E1 to E5 (which also apply to standards S1-S4) are defined below on this Global Sustainability Policy and the specific ones (MDR-P_01 and MDR- P_04) are explained in the corresponding chapter: – [MDR-P_02] This policy applies to all companies or entities in which the group has, directly or indirectly, a majority stake or responsibility for their operation and/or management, regardless of the geographical area in which they operate. Naturgy also undertakes to establish the necessary mechanisms and actions to extend its application to third parties directly involved in the upstream and downstream stages of its value chain. – [MDR-P_03] This policy has been approved by the Board of Directors, and the highest level in the organization responsible for its implementation is the Management Committee, as set out in the policy itself.. – [MDR-P_05] [MDR-P_06] Naturgy has defined and periodically reviews the principles and commitments of this policy, taking into account and incorporating the interests and concerns of stakeholders, and establishes mechanisms and channels to make it available to them and publicize it, for this purpose: ▪ makes policies public, both internally and externally; ▪ reports in a transparent and rigorous manner on its actions in relation to sustainability issues in order to comply with the principles and commitments it has made; ▪ disseminates risks and opportunities related to material sustainability issues; ▪ develops the necessary actions to ensure that stakeholders involved in the implementation of these policies are aware of them and can comply with them; ▪ raises awareness and educates employees and other relevant stakeholders on environmental and human rights issues by promoting collaboration and dialogue. In the case of the social ESRS, Naturgy sets out its main principles and commitments in relation to the material issues in the Global Sustainability Policy and in other policies which are explained in the policy requirement of each chapter. Those minimum disclosure requirements (MDR-P) for standards S1-S4 that are covered by the Global Sustainability Policy according to the information above will be referenced in this section and MDR-P not disclosed here will be reported in the corresponding section of each standard. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 10
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In the case of the ESRS on business conduct, the chapter explains in detail how the Code of Ethics, the policies derived from compliance and other policies set out the principles and commitments relating to the identified material impacts, risks and opportunities. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 11
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2. Governance The role of the administrative, management and supervisory bodies (GOV-1) Naturgy’s governance structure Naturgy's corporate governance is ruled in accordance with the principles of efficiency, transparency and responsibility dictated in the recommendations and best practices at national and international level and included in the company's main internal regulations: – Articles of Association (updated in 2022). – Regulations of the Board of Directors and its Committees (updated in 2025). – Regulations of the General Meeting of Shareholders (updated in 2022). – Code of Ethics (updated in 2024) and its development policies. – Statement of Principles and Policies (updated in 2025). In addition, it should be noted that the actions carried out by the Board of Directors have a clear vocation for compliance with good governance standards, mainly with regard to aspects related to the strategic plan, decision- making, the establishment of control mechanisms, risk supervision, regulatory compliance and monitoring of ethical, social and environmental issues in the development of the company's activities. Likewise, Naturgy periodically reviews its activities through compliance and internal audit processes, and includes in its internal regulations the practices that should result in the best behaviour of employees. Naturgy's commitment to good governance extends to its entire workforce, through the development and transmission of its corporate ethical culture. The bodies responsible for governance within the company are its governing bodies. In this sense, Naturgy's governing bodies are structured on the basis of three levels: – Administrative body, composed exclusively of the Board of Directors. – Supervisory bodies, consisting of three board committees (Appointments, Remuneration and Corporate Governance Committee, Sustainability Commission, and Audit and Control Committee). – Management bodies, consisting mainly of the Management Committee, which in turn has other supporting committees. In addition, and in accordance with the Capital Companies Act, Naturgy’s General Meeting of Shareholders is held annually, which deals with those matters that are attributed to it by the Regulations of the meeting and by law. Administrative and supervisory bodies The Board of Directors is the body with the greatest responsibility for corporate governance in the company. Its members, with the exception of the Chairman, make up the respective specific committees, whose activity facilitates the proper performance of the Board's functions. This section provides information on the structure of the Board of Directors and its specific committees, as well as diversity indicators and other relevant aspects about the directors, particularly about their knowledge and experience in Naturgy's operating sector. Board of Directors GOV-1_01; GOV-1_02; GOV-1_07 The Board of Directors is made up of 15 members, with its Chairman, Mr. Francisco Reynés Massanet, being the only executive director. Therefore, 14 members of the Board are considered non-executive. Of these, 11 hold the category of proprietary director, and 3 hold the category of independent director (representing 20% of the total number of directors). Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 12
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Due to the fact that the Chairman of the Board of Directors of Naturgy is also an executive director, the company has appointed the position of coordinating director, aimed at mitigating possible conflicts of interest. This position is held by Ms. Helena Herrero Starkie, who is also an independent director, member of the Audit and Control Committee and chairwoman of the Sustainability Committee. Pursuant to article 529 Septies of the Spanish Companies Act, and to Article 20 of the Regulations on the Organization and Operation of the Board of Directors, the coordinating director is empowered to request the calling of board meetings or the inclusion of new items on the agenda, to coordinate and bring together the non-executive directors; maintain contact with investors and shareholders to understand their views in order to form an opinion on their concerns, particularly regarding the company's corporate governance, and coordinate the chairman's succession plan. For more information on the composition of the Board, refer to section C.1.3 of the Annual Corporate Governance Report 2025, as well as to the infographic "Board of Directors and its Committees composition (as of 31 December 2025)", presented below. With regard to the functions of the Board of Directors, this body is responsible for carrying out such acts as may be necessary for the fulfilment of the corporate purpose set out in the Articles of Association. The Board of Directors is, in turn, the highest body responsible for approving corporate governance and corporate social responsibility policies (Statement of Principles and Policies in the case of Naturgy). Its activities include the preventive management of risks and the consideration of aspects linked to sustainability. In addition, annually, through the formulation of the respective reports, it reviews and approves the information on risks and opportunities in these matters. The Board of Directors exercises the powers attributed to it by law, the Articles of Association and its Organisation and Functioning Regulations. Specifically, according to article 3 of the Regulations, the following general powers correspond exclusively to the Board of Directors: – Non-delegable matters: ▪ Those provided for in legislation as non-delegable. ▪ The establishment, investment and supervision of the management of staff pension plans and any other commitments to staff involving the company's long-term financial liabilities. ▪ The appointment and dismissal of directors who report directly to the Board or any of its members, as well as the establishment of the terms of their contracts, including their remuneration. ▪ Matters subject to enhanced majority voting as referred to in Article 7(4) of the Regulation. ▪ The approval of those related-party transactions whose competence has not been attributed by law to the General Meeting of Shareholders. – Matters which ordinarily cannot be delegated, but which may be adopted by the bodies or people delegated for duly justified reasons of urgency, and which must be ratified at the first meeting of the Board of Directors held after the adoption of the decision, the most important of which are as follows: ▪ Approval of management objectives, annual financing plan, investment and financing policy, corporate social responsibility policy (in the case of Naturgy, Statement of Principles and Policies). ▪ Determining the company's corporate governance policy, risk control and management policy, including tax risks, and supervising internal information and control systems. ▪ Approval of the financial and sustainability information that, as a listed company, the company must periodically publish. ▪ Approval of investments or operations of a strategic nature. Board of Directors committees The Board of Directors, in order to support it in the performance of its duties, has the statutory power to create specific committees, which shall assume the powers specified by law and those entrusted to them by the Board. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 13
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In 2025, Naturgy counts on three fundamental committees, which make up the supervisory bodies of the company: – Audit and Control Committee. – Appointments, Remuneration and Corporate Governance Committee. – Sustainability Commission. Further details of the functions and powers of each of these can be found in section C.2.1 of the Annual Corporate Governance Report 2025. Audit and Control Committee GOV-1_01; GOV-1_02 The Audit and Control Committee is the supervisory body for the effectiveness of internal control and financial and sustainability risk control and management systems, including operational, technological, legal, social, environmental, political, reputational and corruption-related risks. It also approves the Corporate Risk Map and ensures compliance with the Global Risk Control and Management Policy approved by the Board of Directors. Another of its main functions, as detailed in the Annual Corporate Governance Report 2025, is to participate in the process of renewing the external auditor, who is responsible, in particular, for verifying the sustainability information included in this document. It is made up of five directors, all of whom are non-executive directors, and the majority of the directors are independent.. Appointments, Remuneration and Corporate Governance Committee GOV-1_01; GOV-1_02 The Appointments, Remuneration and Corporate Governance Committee, among other functions, evaluates and periodically reviews the adequacy of the company's corporate governance system, participates in the process of appointing or renewing directors, verifies the policy for selecting directors, and periodically reviews the remuneration policy applied to directors and senior management. It is made up of five directors, all of whom are non-executive directors. Sustainability Commission GOV-1_01; GOV-1_02 In 2020, Naturgy's Board of Directors agreed to create the Sustainability Commission, responsible for overseeing the company's evolution and role in the energy transition, as well as all its environmental, health and safety and social responsibility indicators. GOV-1_08 Additionally, the Sustainability Commission is the body responsible for the governance of sustainability and ESG aspects in the company. In particular, it is responsible for supervising the results of the double materiality assessment, that is, the present and future impacts, risks and opportunities which are applicable to Naturgy. The Commission is made up of four directors, all of them non-executive, whose identity can be consulted in the infographic below: Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 14
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▪ Board of Directors and its Committees composition (as of 31 December 2025) GOV-1_08 Mr. Francisco Reynés Massanet 1,100,000€ 06/02/2018 Mr. José Torre de Silva López de Letona 245,000€ 28/03/2023 o o Ms. Isabel Estapé Tous 245,000€ 16/03/2020 Ms. Lucy Chadwick 245,000€ 16/03/2020 o o Ms. Isabel Gabarró Miquel 181,720€ 25/03/2025 Mr. Claudi Santiago Ponsa 330,000€ 27/06/2018 no o Mr. Jaime Siles Fernández-Palacios 245,000€ 10/02/2022 Mr. Pedro Sainz de Baranda Riva 330,000€ 27/06/2018 on no Ms. Helena Herrero Starkie (Consejero Coordinador) 360,000€ 04/05/2016 Mr. Javier de Jaime Guijarro 245,000€ 25/03/2025 o o Mr. Rajaram Rao 245,000€ 21/09/2016 Mr. Martin Catchpole 138,387€ 25/03/2025 Ms. Marta Martínez Alonso 138,387€ 25/03/2025 Mr. Nicolás Villén Jiménez 138,387€ 25/03/2025 o Mr. Ramón Adell Ramón 245,000€ 10/02/2022 Nature of the position Committee type n Executive n Audit and Control Committee n Committee chairman/chairwoman n Proprietary n Appointment, Remuneration and Corporate Governance Committee o Comitte Member n Independent n Sustainability Committee 1As of 25 March 2025, his appointment as a natural person director is formalized, replacing the legal entity director Rioja Acquisition, S.à.r.l. The remuneration data includes the amount received both as a natural person director and as a legal entity director. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 15
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Board’s and its committees diversity metrics GOV-1_05 GOV-1_06 Naturgy's Board of Directors is made up of 15 members, of which 5 are women, representing 33% of the total number of Directors. Thus, the gender distribution of the Board of Directors and the specific committees as of 31 December 2025 is as follows: ▪ Administrative and supervisory breakdown by gender (%) 2025 2024 Board of Directors 15 12 Male 10 9 Female 5 3 Proportion of women (%) 33 25 Audit and Control Committee 5 5 Male 4 4 Female 1 1 Proportion of women (%) 20 20 Appointment, Retribution and Corporate Governance Committee 5 5 Male 4 5 Female 1 0 Proportion of women (%) 0 0 Sustainability Committee 4 4 Male 1 1 Female 3 3 Proportion of women (%) 75 75 Naturgy's Director Selection Policy, revised in February 2022, ensures that appointments are diverse and free from any implicit bias that could imply any discrimination, and does not exclude any candidate on the basis of ideology, religion, belief, ethnicity, race, nation, gender, sexual orientation, family situation, illness or disability. As vacancies arise on the Board or as directors' terms of office expire, and always with full respect for the shareholders' right to proportional representation, the company will deliberately seek out and include among the potential candidates women who meet the professional profile sought, ensuring that the number of female directors is in line with the best practices established both in the CNMV's good governance recommendations and in Spanish Organic Law 2/2024 of 1 August on equal representation and balanced presence of women and men, which transposes Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on a better gender balance among directors of listed companies and related measures. The Appointment, Remuneration and Corporate Governance Committee shall implement measures to ensure that this is achieved and to encourage the appointment of a significant number of female directors in the company. With regard to the selection of candidates for Board membership, the process starts with an assessment by the Appointment, Remuneration and Corporate Governance Committee, which may be assisted by external advisors. The analysis, in line with the company's Director Selection Policy, is based on the needs of the company and on the skills, knowledge and experience required on the Board, as well as on the candidate's alignment with Naturgy's principles, values and vision. This issue will be dealt with in the following section. Another indicator of diversity relating to the Board of Directors is the age of its members. Board members categorised below according to this metric: Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 16
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▪ Directors breakdown by age category (%) 2025 2024 Under 55 (%) years old 27 25 Between 55 and 60 (%) years old 13 17 Over 60 (%) years old 60 58 Total (%) 100 100 Directors knowledge and experience GOV-1_04 The Board of Directors, as mentioned in the previous section, is made up of individuals with the necessary knowledge and experience to carry out the functions determined by the Regulations that govern it, and by law. Among the members of the Board there is a diversity of professional experience and academic knowledge (engineering, law or economic, among others), as has been identified in the Board's competency matrix, which is presented below. In particular, this matrix reflects their past experience in Naturgy's sector of activity, in the markets in which it operates, and in the management of the services offered by the group: Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 17
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Mr. Ramón Adell Ms. Isabel Estapé Mr. Jaime Siles Fernández -Palacios Ms. Helena Herrero Mr. Javier de Jaime Mr. Rajaram Rao Mr. Francisco Reynés Mr. Pedro Sainz de Baranda Mr. Claudi Santiago Ms. Lucy Chadwick Mr. José Antonio Torre de Silva Mr. Nicolas Villén Ms. Marta Martínez Alonso Ms. Isabel Gabarró Miquel Mr. Martin Catchpole Global energy trends / strategy / technology n n n n n n n n n n Infrastructure (investments in regulated environments) n n n n n n n n n n n n n B2C (customer experience and new services) n n n n n n Operational excellence and process optimisation n n n n n n Regulators / other relations with public stakeholders n n n n n n n n n Experience in Spain n n n n n n n n n n n n n Experience in Latin America n n n n n n n n n n n n n n n International experience n n n n n n n n n n n n n n n Experience in senior management n n n n n n n n n n n n Accounting / auditing / risk management n n n n n n n n n n n n n n n Corporate finance n n n n n n n n n n n n n n Industry and energy technologies (industry technologies) n n n n n Industry and energy technologies (information technologies) n n n n n n Talent management and remuneration n n n n n n n n n n n n Corporate governance and sustainability (ESG) n n n n n n n n n n n n n Climate change n n n n n n n n Nature of the position Experience n Executive. n Independent. n Propietary. n Executive professional experience. n Experience as a director or indirect executive experience. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 18
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GOV-1_15; GOV-1_16 As indicated in the Regulations of the Organisation and Functioning of the Board of Directors and its Committees, in order to guarantee the correct performance of the duties of the Directors, particularly in sustainability matters, the Board shall establish training programmes that provide them with the required knowledge of the company and its corporate governance rules. The Chairman shall also agree on refresher programmes for Directors when circumstances so advise. In March 2025, a training session was held for the members of the Council on sustainability trends in business management, with special emphasis on ESG risks, by a renowned independent expert. On the other hand, the directors shall have access, through the chairman and, where appropriate, the secretary, to all Naturgy services and to the necessary information and advice about the company. Such information may be provided directly to them, they may be offered appropriate interlocutors or other relevant measures. The directors may also propose to the Board of Directors the engagement of legal, accounting, technical, financial, commercial or any other type of advisers they consider necessary in the interests of the company and to facilitate the exercise of their functions - in the event of specific problems of a certain importance and complexity -. The knowledge of the directors acquired through their experience or the indicated advice, as well as the quality and efficiency of the functioning of the Board and its committees, are evaluated annually, in accordance with the recommendations of the Good Governance Code of Listed Companies of the CNMV and Naturgy's own Regulations of the Board of Directors. Every three years, the evaluation is carried out by an external consultant, whose independence is verified by the Appointments, Remuneration and Corporate Governance Committee. In 2025, an internal evaluation process of the Board of Directors and its Committees has been carried out. The last evaluation process by an external consultant was carried out in 2023. As part of this self-assessment process, the directors completed a series of questionnaires on the functioning of the Board and its Committees, asking for their assessment on issues related to the structure of the Board and its functioning, on its work in supervising aspects such as internal audit, compliance, risks, or the monitoring of the company's strategic plan. The process of evaluation and analysis of the functioning and effectiveness of the Board has been structured around those areas which, in accordance with the CNMV's Technical Guide 1/2019 on Appointments and Remuneration Committees, have been considered key, mainly those related to the structure and composition of the Board, the functioning of the Committees, the evaluation of the performance of the Chairman of the Board of Directors, the Chairmen of each of the Committees, the Coordinating Independent Director and the Secretary of the Board. The assessment of each of the subjects identified has been addressed through a series of critical questions in the questionnaires submitted. After receiving the evaluation report, the Board of Directors, at its meeting held on 17 February 2026, agreed to implement some of the suggestions for improvement contained in the report during 2026. [GOV-1_17] Access to specialised knowledge enables Directors to properly perform their corporate duties. This is particularly relevant for the members of the Sustainability Commission, given their responsibility in supervising the company's material impacts, risks and opportunities, approving the appropriate policies for their management, or establishing a sustainability roadmap to manage ESG issues appropriately. For proper management of the environmental issues identified in the double materiality assessment, the experience of its member, Ms. Lucy Chadwick, is noteworthy for her work on the Investment Committee of Global Infrastructure Partners (GIP), as an advisor on ESG considerations, being also responsible for ESG of that group, which allows her to operate with all GIP investments in the Energy, Transport, Water and Waste and Digital sectors, or that of Mr. Jaime Siles for his participation in the Investment Committee of the company specialising in the management of the integral water cycle, Aqualia. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 19
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At the same time, with regard to social issues, the experience of the chairwoman of the Commission, Ms. Helena Herrero, should be highlighted for her participation in prominent business, institutional, social and cultural forums, which focus on areas of special social impact, or on the digital divide, among others. Also worthy of mention is the employment history of Ms. Isabel Estapé, who, having been a member of numerous boards of directors and being a member of the Royal Academy of Economic and Financial Sciences, holds the position of patron of various social foundations and collaborates with various charities, and that of Mr. Pedro Sainz de Baranda and Mr. Javier de Jaime, or Ms. Maria Isabel Gabarró Miquel, who also hold the positions of patron of various social foundations. In terms of business conduct, a high percentage of the directors have previously served on the Boards of Directors of other companies, so their experience in terms of corporate governance and business conduct is extensive. In this regard, it is worth highlighting the figures of Mr. Ramón Adell, Mr. Javier De Jaime Guijarro, Ms. Helena Herrero, Mr. Pedro Sainz de Baranda and Mr. Claudi Santiago, among others. Management bodies The management team is responsible for the direct management of the Company through the various business and corporate units, based on the implementation of the strategies, policies and roadmaps established by the Board of Directors. In this area, the most representative body is the Management Committee, whose activity is complemented, in addition to other committees regulating specific issues of the entity, by the activity of other members who are considered at senior management level, in the terms defined by the CNMV. Management Committee and senior management The chief executive of the company is also the Chairman of the Board of Directors and has responsibility for all the Group's businesses. The company has a management structure with the necessary powers to carry out both the company's own operations and its basic management activities. As at 31 December 2025, the following persons, in addition to the Executive Chairman, are considered members of the Management Committee: – Networks Management Department, managed by Mr. Pedro Larrea Paguaga. – Procurement and Wholesale Markets Department, managed by Mr. Jon Ganuza Fernández de Arroyabe. – Renewable Generation, managed by Mr. Jorge Barredo López. – Commercialisation Department, managed by Mr. Carlos Francisco Vecino Montalvo. – Renewable Gases Department, managed by Mr. José Luis Gil Sánchez. – Company and Board Secretariat, managed by Mr. Manuel García Cobaleda. – Capital Markets and Corporate Development Department, managed by Mr. Steven Fernández Fernández. – Public Affairs and Sustainability Department, managed by Mr. Jordi García Tabernero. – People and Resources Department, managed by Mr. Enrique Tapia López. – Technology and Systems Department, managed by Mr. Rafael Blesa Martínez. The Management Committee, led by its chairman, periodically analyses the sustainability action plans and their specific proposals, and supervises their performance and execution. It also ensures the implementation and monitoring of business and sustainability policies, strategies, plans and objectives, and proposes measures in the areas of energy transition, climate change and sustainable development, among others. In addition to the members of the Management Committee, senior management includes those executives who report directly to the Board, its Committees or to the chief executive of the company, Mr. Francisco Reynés Massanet. As of 31 December 2025, the senior management is composed, in addition to the Management Committee, of – Planning and Management Control Department, managed by Ms. Rita Ruiz de Alda Iparraguirre. – Consolidation and Administration Department, managed by Mr. Gabriel Deseff Rodríguez. – External Communications Department, managed by Mr. Víctor Márquez Moya. – Compliance Unit, managed by Ms. Isabel González Alfaro. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 20
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– Environment and Social Responsibility, managed by Ms. Nuria Rodríguez Peinado. – Internal Audit Department, managed by Ms. Eva Fernández Roselló. Among other functions, senior management is responsible for the implementation of the Risk Control and Management model approved by the Board of Directors and for disseminating the internal control culture. It also proposes to the Board the target risk limits for consideration and approval supported by the specific committees. Diversity metrics in senior management GOV-1_05 Senior management consists of 17 members including the executive chairman, 4 of whom are women, representing 24% of the total. 2025 2024 Female 4 24 % 4 24 % Male 13 76 % 13 76 % Other(2) - - - - Not disclosed(3) - - - - (1) The information is expressed in total number of persons and as a % of the total. (2) ‘Other’ refers to employees belonging to a third, often neutral, gender. However, this category is not applicable as data for this gender is not available. (3) ‘Not disclosed’ refers to cases where employees have not declared their gender or have not provided this information for personal or administrative reasons. An additional factor of diversity in senior management is the age distribution of its members. A categorisation of this group based on this criterion is presented below: ▪ Senior management breakdown by age category (%) 2025 2024 Under 55 (%) years old 53 53 Between 55 and 60 (%) years old 29 41 Over 60 (%) years old 18 6 Total (%) 100 100 Naturgy's Director Selection Policy, mentioned above, expressly contemplates the implementation of measures to encourage the appointment of a significant number of women in senior management. These measures are aimed at enhancing the professional role of women in Naturgy, their visibility and networking, moving towards gender parity at different levels of the company through specific training actions, career development programmes and promotion of diverse leadership, as well as the prioritisation of this group in internal mobility plans, organisational evolutions and succession plans. The company is also committed to generational balance through recruitment and development programmes for young professionals and intergenerational talent development programmes. Senior management members experience GOV-1_04; GOV-1_15; GOV-1_16; GOV-1_17 With regard to the diversity in the composition of the members of the senior management, it is worth highlighting the plurality of profiles that comprise it. The areas of expertise existing at 31 December 2025 are as follows: – three degrees in law, – seven engineers, – a degree in political science, – two degrees in business administration and management, – a National Public Accountant, – a degree in economics and finance, – two degrees in information science. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 21
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They all have a broad business and professional background, with extensive knowledge of the energy sector and, in particular, of the functioning of energy markets. In addition, due to the international presence of the group's activities, senior management has extensive international experience in the geographies where the company operates. The members of Naturgy's senior management also have proven experience in corporate governance, as their functions include sitting on various boards of directors or even on the board of trustees of a foundation. Likewise, by virtue of the functions they perform, they have competencies in corporate finance, strategic planning and usually participate in the identification and management of risks inherent to each of the activities carried out by the company. In addition, most members of senior management are also members of specific committees in the areas of Ethics and Compliance, Sustainability or energy regulation. Finally, all senior management members are regularly advised by experts in the various matters under their responsibility. They also all receive training and participate in events related to the company's material topics. Governance model on ESG issues GOV-1_12 Naturgy's commitment with sustainability is integrated at all levels of the company's hierarchy. In this regard, the group can provide a coordinated response to ESG impacts, risks and opportunities identified in the double materiality assessment, thus boosting the resilience of the business and the corporate strategy. The different lines of sustainability reporting to the governing bodies are presented below: Board of Directors (1) Sustainability Commission (2) Audit and Control Committee (2) Specific committees Management Committee (3) Sustainability Committee Environment and Social Responsibility Corporate Unit Planning and Management Control Corporate Unit Consolidation and Administration Corporate Unit Rest of Corporate and Business Units (1) Administrative body. (2) Supervisory body. (3) Management body. The reporting and control processes established on the company's sustainability information apply particularly to the impacts, risks and opportunities identified and assessed in the double materiality assessment. Thus, each body is attributed different responsibilities, as indicated below, to facilitate the integration of material issues for Naturgy in the company's strategy and business model. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 22
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GOV-1_09 Naturgy integrates the management of impacts, risks and opportunities as a key element of its governance, which helps to ensure long-term sustainability, value creation for stakeholders and capacity to anticipate and respond to risks and impacts. In this area, the Sustainability Commission, a Board of Directors delegated body, is responsible for supervising and approving the development of the double materiality assessment. In addition, the Environment and Social Responsibility Unit coordinates the Sustainability Committee and reports to the Management Committee and the Sustainability Commission on sustainability matters, integrates the material impacts, risks and opportunities into Naturgy's strategic vision and is responsible for the implementation and supervision of policies related to this matter. GOV-1_13 Naturgy has a governance framework that brings together the vision of governance, risk and compliance, enabling an integrated view of the Group's processes, the risk associated with them and the controls in place to mitigate these risks. It has different bodies that play an active role in designing, implementing and monitoring processes, procedures and controls that let anticipating and managing impacts, risks and opportunities. The various controls associated with ESG impacts, risks and opportunities are integrated into other internal functions of each body, as detailed below. Board of Directors The Board of Directors is the highest-ranking body accountable for approving corporate governance policies and those related to sustainability issues, as well as those related to any environmental or social issues. It is also the body responsible for approving the financial and sustainability information to be published by the company, and is also responsible for supervising the internal information and control systems. In the specific case of climate change, given the importance for Naturgy of both this matter and the energy transition, the Board approves the Climate Transition Plan, which establishes the commitments made by the company to reduce greenhouse gas (GHG) emissions and the action lines to reduce and mitigate climate impacts and risks, as well as to take advantage of the opportunities associated with energy transition, which have been established taking the Paris Agreement as a reference, among others. The different action lines approved by the Board are implemented by the corporate and business units. Furthermore, the Board is informed by the Sustainability Commission of the consultations made to stakeholders on sustainability matters, so that their perspectives are integrated into the company's strategy, commitments and management systems. In particular, the Board is responsible for approving a Policy for communication with shareholders, investors and proxy advisors, which is published on the corporate website. The Board is also empowered to approve the Corporate Responsibility Policy, the content of which is expressed through the Statement of Principles and Policies (see more information in the "Corporate Policies" section of this Report). Additionally, since the entry into force of the CSRD and the ESRS reporting framework, Naturgy has considered it appropriate to develop a new Global Sustainability Policy that reflects the company's vision and cross- cutting commitments in ESG matters, as detailed in the aforementioned section. GOV-1_10 In risks terms, the Board of Directors is the body responsible for approving the Risk Management and Control Policy, the integrated Risk Appetite and for supervising the company's Risk Management and Control System. A particular case that requires special attention is the increase in risks and threats related to cybersecurity. This is why, in the double materiality assessment carried out, it has been determined as a specific material topic for the entity (see chapter 5 of this report). In this regard, the company has a global cybersecurity governance system for the entire organisation, and the Board of Directors is in charge of supervising this matter. GOV-1_11 The Board of Directors has delegated to different bodies the activities of identification, supervision and management of impacts, risks and opportunities in ESG topics. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 23
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Audit and Control Committee The Audit and Control Committee is, by delegation, the body in charge of supervising the Global Risk Control and Management Policy, as well as the company's Integral Risk Management and Control System. In this regard, it is responsible for reviewing, informed by the Internal Audit function, the financial and sustainability risk control and management systems, including operational, technological, legal, social, environmental, political, reputational and corruption-related risks. It is also the body in charge of supervising, updating and approving the Corporate Risk Map, including the sustainability risks analysed in the double materiality assessment, which is updated and presented to the Committee by the Planning and Management Control corporate unit, and ensures compliance with the Global Risk Control and Management Policy approved by the Board of Directors. Another of its fundamental functions is to supervise the process of preparing and reporting financial and sustainability information, as well as its assurance through two internal control systems: the Financial Information Internal Control System (SCIIF) and the Sustainability Information Internal Control System (SCIIS), respectively. In addition, the Committee analyses and reports to the Board of Directors on the economic conditions and accounting impact of future transactions involving structural and corporate changes. For the exercise of its functions, the Committee may summon any employee or manager of the group, including requiring his or her appearance without the presence of any other manager. The Committee meets regularly, at least four times a year. For further information, refer to the Report on the functioning of the Audit and Control Committee during financial year 2025, as well as to section C.2.1 of the Annual Corporate Governance Report 2025. Sustainability Commission The Sustainability Commission has, as one of its functions, the supervision and approval of the double materiality assessment process and its results. In this regard, the sustainability impacts, risks and opportunities are integrated into the corporate strategy. In this regard, the Commission is responsible for proposing to the Board of Directors the approval of the Global Sustainability Policy, in the terms mentioned above. GOV-1_14 In addition, the Commission proposes to the Board, informed by the Environment and Social Responsibility corporate unit, the corporate objectives and guidelines on environmental, health and safety and social responsibility matters, all of which are included in the company's Sustainability Plan. Also in relation to ESG issues, and more particularly the impacts, risks and opportunities identified, the Commission is responsible for analysing and reviewing sustainability, environmental and social policies and ensuring that the company's practices are aligned with energy transition, the Paris Agreement and contribute to the 2030 Agenda for Sustainable Development Goals. In addition, the Commission determines and reviews the target ESG risk profile and oversees its management by the units. The Commission is also responsible for supervising the application of the corporate policy regarding communication with shareholders and investors, proxy advisors and other stakeholders, particularly the way in which Naturgy relates and communicates with small and medium-sized shareholders. In addition, it is responsible for reviewing the information disclosed by the company on sustainability and for supervising the design, implementation and monitoring of the Sustainability Information Internal Control System (SCIIS). For the exercise of its duties, the Commission may invite to its meetings any employee or officer of the group it deems appropriate. The Commission meets regularly at least three times a year. Further information can be found in section C.2.1 of the company's Annual Corporate Governance Report 2025. Management Committee The Management Committee is responsible for the implementation and monitoring of business and sustainability policies, strategies, plans and objectives, and proposes measures in the areas of energy transition, climate change and sustainable development. In addition, it approves safety action plans, specifically the Safety Action Plan 2024-2025. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 24
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In risks terms, the Management Committee, with the support of senior management, is responsible for implementing the Risk Control and Management model and proposes the target risk limits to the Board for consideration and approval. In addition, the Management Committee integrates the corporate cybersecurity function, through the figure of the Chief Information Officer. This corporate function (Global Head Chief Information Security Officer) is responsible for ensuring the correct strategic alignment of the policies and regulations applicable in each of the businesses, which in turn have specific cybersecurity officers (Business Information Security Officers). On the other hand, the overall and integrated responsibility for the tax function is centralized in the Tax Unit. In turn, the entire Group has common tax policies to ensure the proper functioning and coordination among the company's various tax units. In this way, they are developed under a single, common approach, without prejudice to the specific characteristics of each business and jurisdiction. Sustainability Committee The Sustainability Committee, with representation from all areas of the company, monitors the metrics and defines and promotes the projects and actions necessary to ensure compliance with the Sustainability Plan targets. Additionally, it monitors compliance with the group's ESG policies. Environment and Social Responsibility unit The Environment and Social Responsibility unit, in coordination with the business and corporate areas, designs the policies, metrics and targets for the environment, climate change and sustainability in general, monitors the evolution, consolidates the information and centralises the report to the Sustainability Committee, the Management Committee and the Sustainability Commission. In addition, it continuously assesses the main climate and ESG risk factors. Planning and Management Control corporate unit The Planning and Management Control corporate unit is responsible for aggregating the risks reported by the rest of the company's units and preparing a global and integrated vision for senior management of all the company's risks through the Corporate Risk Map. Consolidation and Administration corporate unit From a financial perspective, this Report includes quantitative data derived from other company documents, which have been verified through the Internal Control System for Financial Reporting (SCIIF). In this regard, the Corporate Consolidation and Administration Unit is responsible for defining the criteria and principles of the internal control model and ensuring its proper design. This Unit also oversees the implementation and operation of the SCIIF, while the Planning, Administration, and Operational Monitoring departments (PAYSO) act as their counterparts in each of their respective business units. Furthermore, the Report highlights the role of the consolidation function in certifying the fairness of Naturgy's consolidated annual accounts, which are submitted to the Board of Directors for approval. At the same time, it monitors and assesses the financial impacts that ESG issues may have on the company's financial statements and assets. Other Business and Corporate Units The various business and corporate units apply general principles and strategies and develop plans, projects and activities to meet the different ESG targets set out in the Sustainability Plan. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 25
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Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies (GOV-2) [GOV-2_01] In Naturgy, the commitment to sustainability is transversal to all hierarchical levels of the company. Therefore, the different governing bodies are informed about the impacts, risks and opportunities identified in the annual double materiality assessment. This analysis was carried out by the corporate Environment and Social Responsibility unit, headed by Ms. Nuria Rodríguez Peinado, and the results and methodology used were submitted to the Sustainability Commission at its meeting on 25 June 2025, which supervised and validated the analysis presented. The corporate Environment and Social Responsibility unit also reports periodically, and during the sessions held by the Sustainability Commission, about the results of the application of the different policies and initiatives in sustainability matters, beyond the related information reported in the other delegated committees or to the Board of Directors itself by other members of senior management. In addition, at the same sessions, the company's performance with respect to the indicators and objectives established in the 2021-2025 Sustainability Plan is supervised, as well as the proposal of objectives for the following period, 2025-2027, and, at the session prior to the formulation of the annual accounts by the Board of Directors, the annual Sustainability Report is presented for prior validation. Furthermore, as described in the following sections, Naturgy carries out due diligence processes to identify potential counterparty risks. The results of the application of these processes are periodically reported by the Compliance unit to the Audit and Control Committee. [GOV-2_02 ] The reporting lines to the aforementioned governing bodies enable the integration of ESG impacts, risks and opportunities in Naturgy's strategic and operational planning. On the one hand, it should be noted that Naturgy approved its new Strategic Plan 2025-2027 on February 18, 2025, which has an investment objective in assets that promote decarbonisation and allow progress towards energy transition. These lines of action are complemented by those included in the Climate Transition Plan, also newly approved, which will set Naturgy's course of action for the management of its climate impacts, risks and opportunities, in order to meet the ambitions established by the Paris Agreement, considering the advancement of technologies and energy policies and regulations in each country where it operates. A new Sustainability Plan 2025-2027 is linked to the Strategic Plan, which includes Naturgy's main ESG objectives and indicators for this period, and which enables the correct implementation of its sustainability strategy to be supervised. More specific details on the indicators included and their target values can be found in the section "Purpose and strategy" of this chapter. The double materiality assessment is also reviewed by the Audit and Control Committee within the scope of its functions as supervisory body of the complete inventory of financial and sustainability risks of the company. Naturgy continues to work on updating the corporate Risk Map with the results of the double materiality exercise and the evaluation of ESG risks in order to integrate sustainability impacts, risks and opportunities in the company's Comprehensive Risk Management and Control System. [GOV-2_03] In conclusion, the governing bodies have addressed the following sustainability impacts, risks and opportunities: – The Sustainability Commission, as the supervisory body for the double materiality assessment and its results, has been informed by the corporate Environment and Social Responsibility unit of all impacts, risks and opportunities in ESG matters, including those considered specific to Naturgy, not covered by the ESRS. – The Board of Directors has approved the Sustainability Plan and the Climate Transition Plan, informed by the Sustainability Commission, ensuring oversight of identified climate change impacts, risks and opportunities identified in ESG matters. – In addition, other members of senior management, given their function, have a high level of knowledge about the results of the double materiality exercise: Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 26
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▪ Mr. Jordi García Tabernero, manager of Public Affairs and Sustainability Department. ▪ Mr. Manuel García Cobaleda, Company and Board of Directors Secretary. ▪ Mr. Enrique Tapia López, manager of People and Resources Department. ▪ Ms. María Isabel González Alfaro, manager of Compliance Unit. ▪ Ms. Nuria Rodríguez Peinado, Manager of Environment and Social Responsibility. ▪ Ms. Rita Ruiz de Alda Iparraguirre, Manager of Planning and Management Control Department. ▪ Mr. Gabriel Deseff Rodríguez, Manager of Consolidation and Administration Department. ▪ Ms. Eva Fernández Roselló, manager of Audit Department. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 27
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Integration of sustainability-related performance in incentive schemes (GOV-3) Board of Directors' remuneration model GOV-3_01 The remuneration of the directors represents an issue of special importance in the good governance of the company. As such, and in accordance with the existing legal framework, Naturgy periodically reports on the remuneration of the members of the Board of Directors through the Consolidated Annual Financial Report, the Annual Accounts and the Annual Report on Directors' Remuneration, all of which are available on the corporate website. The remuneration of directors for the performance of non-executive duties has a fixed nature. Additionally, the Chairman of the Board of Directors receives remuneration in relation to the executive functions he performs in the company. The remuneration system is oriented towards promoting the long-term profitability and sustainability of the company and incorporates the necessary safeguards to avoid excessive risk-taking and rewarding unfavourable results. GOV-3_06 The Board of Directors is responsible for determining the remuneration of each director. To this end, it takes into account the functions and responsibilities attributed to each of them, the membership of Board Committees and other objective circumstances that it considers relevant. In this respect, directors' remuneration should be in reasonable proportion to the importance and economic situation of the company and the market standards of comparable companies. The Naturgy Directors' Remuneration Policy was approved by the General Shareholders' Meeting of the company, held on 25 March 2025, and is applicable to the same financial year in which it was approved and during the next three years and establishes a remuneration framework aligned with the principles of Naturgy's Strategic Plan and aimed at promoting the long-term profitability and sustainability of the company. The application and supervision of this policy is the responsibility of the Appointments, Remuneration and Corporate Governance Committee. Further details on the components of directors' remuneration can be found in the Annual Report on Directors' Remuneration 2025. GOV-3_02 The variable remuneration of the Executive Chairman has two dimensions: Annual or short-term variable remuneration GOV-3_04 The annual variable remuneration of those directors who perform executive functions is associated with the achievement of a combination of pre-set, specific and quantifiable objectives, aligned with Naturgy's social interest and strategy. These objectives, as well as their degree of achievement, are set annually by the Board at the proposal of the Appointments, Remuneration and Corporate Governance Committee. In this regard, the variables of an economic-financial nature, efficiency and profitable growth and other qualitative objectives account for 80% of the total short-term variable remuneration, and further details can be obtained in the Annual Report on Directors' Remuneration 2025. GOV-3_03; GOV-3_05 On the other hand, ESG aspects have a weighting of 20% of total annual variable remuneration, by virtue of four variables: health and safety, gender diversity, environment (reduction of Scope 1 and 2 GHG emissions), and employee satisfaction index, each with a weighting of 5%. In addition, the indicators budgeted at the beginning of the year are compared with the actual data obtained at the end of the year. Further details on the components of directors' remuneration can be found in the Annual Report on Directors' Remuneration 2025. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 28
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Multi-year or long-term variable remuneration The approval of a new Strategic Plan for Naturgy for the period 2025-2027 by the Board of Directors, at its meeting of February 18, 2025, meant that it agreed i) to the early expiration of the multi-year incentive 2018-2025 and ii) to the approval of a new multi-year variable remuneration system linked to the Strategic Plan 2025-2027. Further details of the multi-year variable remuneration scheme can be found in the Annual Report on Directors' Remuneration 2025. Statement on due diligence (GOV-4) GOV-4_01 Naturgy develops due diligence processes throughout its operations, with the aim of identifying the impacts it may generate on the environment and society, as well as those risks that may have significant impact on its activity. The procedures that Naturgy develops within the framework of due diligence are of a diverse nature, allowing the company to establish preventive or mitigation measures that optimise the management of the impact or risk identified. Furthermore, due diligence applies to all Naturgy's businesses and all the geographies in which it operates. As a starting point, it is worth mentioning that due diligence is also present in the execution of the corporate sustainability strategy. Thus, Naturgy annually reviews its performance indicators to analyse compliance with the objectives of its Sustainability Plans, which emanate directly from the company's Strategic Plans (see more information in the "Purpose and strategy" section of this chapter). Some of these indicators are directly linked to the variable remuneration of the management bodies, as mentioned in the previous section. Naturgy collaborates with its stakeholders to ensure that the application of due diligence procedures favours the interests of the different groups. Therefore, Naturgy maintains a continuous dialogue with stakeholders, through tools such as complaint channels or the establishment of committees for specific issues, through which they can express their expectations and concerns to be integrated into the company's sustainable management, starting with the policies that regulate the different ESG issues. In addition, stakeholders participate in the double materiality assessment in order to identify the material impacts, risks and opportunities related to the operations associated with its value chain. This exercise allows Naturgy to know which aspects of its strategy and business model may be most related to the negative impacts and risks identified, and to be able to take the necessary measures for their correct management. For further details, see the section on 4. Impact, risk and opportunity management in this chapter. These actions in response to the impacts and risks identified may be specific, and those considered most relevant have been included throughout the chapters of this report, or they may form part of larger procedures, such as, for example: – The performance of environmental impact studies at the design stage of the facilities to ensure compliance with applicable regulations and to foresee possible future impacts on the environment and society, particularly the groups affected. – The maintenance of an environmental management system, externally certified according to the ISO 14001 standard, for the control and compliance with environmental requirements, the prevention of environmental accidents and the continuous improvement in the reduction of the company's impacts. – Regular monitoring by the Compliance area to ensure compliance with Naturgy's internal regulations, applicable to all levels of the company. – Specific due diligence procedures to ensure compliance with the Global Sustainability Policy, and to identify potential human rights risks. – The maintenance of an externally audited occupational health and safety management system in accordance with the ISO 45001 standard, which covers all the company's own personnel working in the company's centres, for the development of preventive and/or corrective health and safety measures. – Due diligence procedures for the analysis of counterparty risks, as well as other supplier assessments, to ensure compliance with applicable legislation and the minimum standards set by Naturgy for the establishment and development of the business relationship. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 29
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The following is a mapping of those sections of this Report where the main elements of due diligence mentioned above are located, in line with the UN Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises: Essential elements of due diligence Sections of the Sustainability Report Pages Integration of due diligence into governance, strategy and business model – General disclosures, GOV-2 – General disclosures, GOV-3 – General disclosures, SBM-3 26-27, 27-28, 52-66 Engaging with affected stakeholders at all key stages of due diligence – General disclosures, GOV-2 – General disclosures, SBM-2 – General disclosures, IRO-1 – General disclosures, Corporate policies (minimum disclosure requirements regarding policies) – Sections S1-2, S2-2, S3-2 y S4-2 (processes of engagement with the different collectives) 26-27, 50-52, 66-68, 9-11, 212-214, 258-259, 274-278, 294-297 Identification and assessment of adverse impacts – General disclosures, IRO-1 – Chapters E1-E5, G1; IRO-1 – General disclosures, SBM-3 – Chapters E1, E4, S1, S2, S3, S4; SBM-3 66-68, 125-130, 171-173, 174-175, 189-191, 204-205, 312-314 52-65, 111-124,182-188, 207-209, 253-255, 270-272, 288-291 Taking actions to address these adverse impacts – Sections E1-3, E3-2, E4-3, S1-4, S2-4, S3-4, S4-4, G1-1, G1-3 (minimum disclosure requirements regarding actions) – Sections S1-3, S2-3, S3-3, S4-3 (processes for negative impact remediation and remediation channels) 130-139, 175-176, 193-196; 218-238, 260-265, 280-285, 297-301, 315-322, 329-330 214-217, 259-260, 278-280, 297-301 Monitoring the effectiveness of these efforts and communication – Chapters E1, E3, E4, S1, S2, S3, S4, G1 (section of metrics and targets and minimum disclosure requirements regarding targets) – Methodological annex (minimum disclosure requirements regarding indicators) 139-147, 176-177,197-198, 239-241, 267-269, 286-287, 309-311, 318-319 Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 30
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Risk management and internal controls over sustainability reporting (GOV-5) Sustainability Information Internal Control System (SCIIS) GOV-5_01 In 2023, in order to ensure the reliability of the information on environmental, social and governance aspects, Naturgy has implemented the Sustainability Information Internal Control System (SCIIS), whose objective is to ensure the quality and reliability of the sustainability information reported, as well as the robustness of its reporting process. This implementation was carried out following recommendation 42 of the ‘Good Governance Code of Listed Companies’ published by the CNMV in June 2020. This Code places the obligations of supervision and evaluation of the preparation process and the requirement of integrity of financial and sustainability information on an equal footing, as well as the risk control and management systems, reviewing compliance with regulatory requirements, the appropriate delimitation of the scope of consolidation and the correct application of criteria, as well as ensuring, in general, that the policies and systems established in the area of internal control are effectively applied in practice. The development of the SCIIS has been carried out within the framework of the Corporate Sustainability Reporting Directive (CSRD), which modifies the Non-Financial Reporting Directive (NFRD). As a precautionary measure, the contents of this Report, since the fiscal year beginning on January 1, 2024, are subject to systematic internal control, supervision and monitoring to ensure the quality and reliability of sustainability information. During 2025, and with the aim of adapting to the CSRD regulatory framework, despite not yet being transposed into Spanish law, Naturgy has carried out a review of its Internal Control System for Sustainability Information (SCIIS) to incorporate the requirements derived from the National Sustainability Guidelines (NEIS), taking into account the indicators of the 2025-2027 Sustainability Plan. This review has been carried out following the recommendations of the Guide to the Internal Control System for Sustainability Information (SCIIS) prepared by the Institute of Internal Auditors of Spain. In relation to latest version of the SCIIS, it should be noted that the Global Financial and Sustainability Reporting Policy, approved by the Board of Directors on 17 September 2024, establishes the general principles and responsibilities in the process of preparation, reporting and control of Naturgy's sustainability information, which is structured according to five differentiated stages: – Definition of sustainability information policies and criteria: criteria are established for reporting sustainability information, homogeneous among the different business functions, and in accordance current legislation. The definition of these criteria is the responsibility of the corporate Environment and Social Responsibility function, which reports to the Sustainability Commission for subsequent approval by the competent body. – Preparation of individual sustainability information: the different business and corporate units collect and certify, on an annual basis, the different relevant events occurring in ESG matters, and establish the first line of control to guarantee the reliability of the information, which will subsequently be consolidated as applicable. – Consolidation of sustainability information: the corporate Environment and Social Responsibility function is responsible for consolidating the sustainability information developed by the different units in order to prepare this Sustainability Report, which is submitted, together with the Consolidated Management Report, to the CNMV after internal approval. – Supervision, approval and disclosure of sustainability information: the corporate Environment and Social Responsibility function prepares the Sustainability Report, the approval of which is proposed to the Board of Directors through the Audit and Control Committee, and which is verified by an external auditor. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 31
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– Monitoring and improvement of internal control systems SCIIS: The monitoring of sustainability information takes place at three levels. ▪ Business and corporate units: annually update, within their scope of action, the sustainability information control processes, and carry out the Annual Internal Certification of the SCIIS model. ▪ GOV-5_03 Corporate Environment and Social Responsibility function: informed by each unit of the different annual updates in the SCIIS model, implements and develops controls to mitigate the risks identified in the sustainability reporting. ▪ Corporate Internal Audit function: under the framework of the Internal Audit Plan (IAP), it monitors the SCIIS and reports to the Audit and Control Committee on weaknesses detected in the SCIIS. GOV-5_02 The main role of the SCIIS is to ensure that the information reported is complete, reliable and robust. In this sense, an end-to-end analysis of the metrics to be reported has been carried out based on the double materiality assessment, in order to identify all those processes that could jeopardise the reliability or robustness of the data to be reported. GOV-5_03 The main risk factors identified are: – Failure to identify material issues, as well as failure to identify clear objectives, failure to allocate necessary resources or the use of non-accepted methodologies for the assessment of impacts, risks and opportunities. – Errors in quantitative data resulting from either incorrect calculations, omission of data or lack of appropriate breakdowns. – Fraud, such as greenwashing or socialwashing. – Information systems and cybersecurity. – Regulatory changes. – Disclosure of Naturgy's confidential information. In order to mitigate these risks, a series of controls have been established that those responsible for the reporting process must take into account when providing information in a reliable and robust manner. In addition to the implementation of the controls, documents (technical instructions) have been prepared with the process that has been established in order to mitigate the aforementioned risks. In addition to the technical instructions, a series of documents have been drawn up to document the SCIIS, such as the risk and control matrix, the role and control matrix and the SCIIS policy and manual, which document the procedure for internal control and supervision of the group's sustainability information, among others. Governance in reporting sustainability information GOV-5_04; GOV-5_05 The control processes of the sustainability information that Naturgy reports to the market integrate the different hierarchical levels of the company. At the lower level are the different business and corporate units, which execute the different control processes defined by the corporate Environment and Social Responsibility function. This function is also responsible for supervising the correct implementation of the SCIIS and for preparing the content included in this Sustainability Report, in accordance with scope and reporting criteria defined by the Sustainability Commission and the applicable regulations. Furthermore, to ensure the integrity of the sustainability information included in this Report, the corporate Internal Audit function supervises the corporate risk management and control systems and, in particular, the SCIIS, reporting any deficiencies detected to the Audit and Control Committee. Ultimately, and in the event of such deficiencies, the Audit and Control Committee will discuss the weaknesses identified with the external auditor and follow up on the corrective action plans that apply. Finally, following a favourable report from the Audit and Control Committee on the sustainability reporting process, the Board of Directors gives final approval to the Sustainability Report, which is published according to the established timetable and duly submitted to the CNMV. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 32
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GOV-5_04 The findings of the risk analysis and the controls in place are audited by a third party on an annual basis. As mentioned above, the Audit and Control Committee will discuss the weaknesses identified with the external auditor and a corrective action plan will be established, where applicable. The Environment and Social Responsibility Area will be responsible for implementing the action plan to address these weaknesses. The Audit and Control Committee is the body in charge of monitoring the implementation of the action plans. GOV-5_05 In addition, the internal audit area will report annually to the Audit and Control Committee on the main conclusions of the SCIIS audit process. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 33
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3. Strategy Strategy, business model and value chain (SBM-1) Business model SBM-1_25 Energy sector Naturgy operates in an energy sector undergoing profound transformation, marked by the transition to decarbonized economies, with a high degree of regulatory development geared towards this goal and the accelerated deployment of low-carbon technologies. Energy systems are moving towards increasing electrification driven by climate neutrality objectives, with significant investments in renewable energies and advances in energy efficiency. At the same time, new technologies such as renewable gases (biomethane or green hydrogen) are emerging, considered essential for gradually replacing fossil-based natural gas. This energy transition, in itself, poses significant challenges for the administrations that define policies and regulations, and for companies that must adapt their business models to provide citizens with environmentally sustainable and affordable energy, guaranteeing its supply at all times. These challenges are compounded by a complex geopolitical environment, which particularly affects raw materials and energy markets, and, in the long term, by the risks stemming from climate change, biodiversity loss and ecosystem degradation, and social inequalities. Conversely, new energy technologies, artificial intelligence, and digitalization are levers of opportunity that support the transition. Naturgy Naturgy Energy Group, S.A. was founded in 1843 and has its registered office at Avenida de América, number 38, in Madrid. In 2023, the company celebrated 180 years of history providing solutions for the progress of society. SBM-1_02 Naturgy Energy Group, S.A. and its subsidiaries form a group dedicated to the generation, distribution and commercialisation of energy and energy services. The company is present in more than 20 countries, operating mainly in Spain, Latin America (Argentina, Brazil, Chile, Mexico and Panama), the United States and Australia. In this regard, there have been no updates on the markets where it operates compared to the previous year. For more information, see the following section, Geographical Presence. SBM-1_01; SBM-1_02 Naturgy supplies gas and electricity, in regulated and deregulated markets, to almost 16 million customers globally, having consolidated its position as the main gas supplier at national level, as well as having a reference position in the electricity sector. In Spain, it also provides users with energy solutions and services for maintenance or repair. Naturgy's customers are classified into three main groups: Residential, SMEs and Communities of Owners, and Industrial Sector and Companies. In the electricity generation business, the company has an installed capacity of 18.7 GW and a diversified generation mix. Naturgy has organised its businesses around two major strategic areas, Distribution Networks, which brings together the regulated businesses, and Energy Markets, which includes all the deregulated businesses, whose structure is based on the operating segments defined below: – Distribution Networks: this grouping encompasses business segments dedicated to the management of regulated distribution infrastructure and, to a lesser extent, gas and electricity transmission infrastructure. The definition of each operating segment within this grouping was based primarily on geographic area (country), the nature of the activity, the regulatory environment, the type of client, and the homogeneity of operational processes. • Gas Spain: encompasses the regulated gas distribution business in Spain. • Gas Mexico: encompasses the regulated gas distribution and marketing business in Mexico. • Gas Brazil: encompasses the regulated gas distribution and marketing business in Brazil. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 34
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• Gas Argentina: encompasses the regulated gas distribution and marketing business in Argentina. • Gas Chile: encompasses the regulated gas distribution and marketing business in Chile. • Electricity Spain: encompasses the regulated electricity distribution business in Spain. • Electricity Panama: encompasses the regulated electricity distribution and marketing business in Panama. • Electricity Argentina: encompasses the regulated electricity distribution and marketing business in Argentina. Within this group, there is also a holding company that develops cross-cutting activities directly linked to the businesses of this group. – Energy Markets: it integrates the following liberalised business segments with the following details: • Energy Management: this segment includes activities characterized by operating in liberalized markets: ▪ The marketing of liquefied gas, as well as maritime transport activities; ▪ the management of gas supply and other gas infrastructure, and marketing to large energy-intensive consumers ▪ and the management of the Medgaz gas pipeline, consolidated using the equity method. The grouping reflects the similarity in the risks and returns associated with exposure to market prices, active contract management, and a focus on large energy consumers and operators, as well as the integration of the gas value chain in a competitive environment. • Thermal Generation: these segments are defined primarily by geographic area (Spain and Latin America), the technology used (conventional fossil fuel generation, nuclear, and combined cycle), and the specific regulatory environment of each country. Operational processes and centralized asset management in each geographic area are also considered, allowing for an accurate reflection of the risks, returns, and specific characteristics of each market. ▪ Spain: includes the management of the conventional thermal generation park (that which uses fuels for heat generation and does not have a special regime) in the area of Spain (nuclear and combined cycle gas). ▪ Latin America: includes the management of the conventional thermal generation park in Mexico, the Dominican Republic and Puerto Rico, the latter integrated by the participation method through the EcoEléctrica LP company. • Renewable Generation1: these segments are defined according to geographic area (Spain, United States, Latin America, and Australia), the technology used (wind, solar, small hydropower, etc.), the regulatory framework, and the stage of project development in each region. This segmentation reflects the differences in the competitive environment, regulatory incentives, and growth opportunities in each market. ▪ Spain: it includes the management of the park and the generation projects of wind, solar, mini-hydroelectric, etc. energy sources located in Spain, as well as the development portfolio in the rest of the countries of Europe. ▪ United States: it includes the management of the park and the photovoltaic generation projects being developed in the United States. ▪ Latin America: it includes the management of the park and renewable electricity generation projects located in Latin America (Brazil, Chile, Costa Rica, Mexico and Panama). Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 35 1 In Naturgy's Consolidated Annual Report for December 31, 2025 and 2024, cogeneration activity is considered part of the Renewable Generation Business Unit in Spain because there is a single management unit that manages cogeneration operations and assets together with the wind, mini- hydro, and solar power generation businesses. Furthermore, the remuneration of cogeneration facilities, as with wind and solar installations in Spain, is subject to Royal Decree 413/2014 of June 6, which regulates the production of electricity from renewable energy sources, cogeneration, and waste. However, all indicators reported in this report relating to cogeneration technology are included under Thermal Generation and not Renewable Generation.
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▪ Australia: it includes park management and renewable electricity generation projects in Australia. • Renewable gases: includes the management of renewable gas projects, specifically biomethane and green hydrogen, as well as sustainable mobility projects. The definition of the segment responds to the innovative nature of the activities, the specific regulatory framework and the strategic focus on the development of new sustainable energy solutions. • Commercialisation: this segment is defined by the target of the main activity, which consists of managing the business model for end customers for gas, electricity, and energy services. Factors considered include customer type (residential, industrial, and commercial), product and service diversification, integration of new technologies, and brand development in Spain. It also includes a holding company that carries out transversal activities directly linked to the businesses of this segment grouping. • Other: it basically includes the Corporation's operating expenses, as well as other minor and residual activities. In 2024, the renewable gases operating segment was created with the aim of accelerating the development of these gases and thus contributing to the energy transition and the circular economy through carbon-neutral energy generated from organic waste (biomethane) or surplus renewable energy (green hydrogen). Furthermore, the gas distribution business is promoting the injection of biomethane produced by Naturgy or other external companies. In 2025, the production and injection capacity into its own networks reached 0.42 TWh. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 36
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Leadership in the gas business Gas Distribution Networks Infrastructure Supply Renewable Gases Commercialisation 11.1 million supply points. 138,247 km of network. LNG carriers (long-haul). Medgaz pipeline. ~ 21 bcm ~ 21 bcm of supply portfolio. 4,1 MW installed capacity biomethane plant. 0.42 TWh of renewable gas injection capacity in Spain. 241.9 TWh of gas traded. Our positioning Spain Leading company in Spain with al 70%, market share, distributing natural gas to more than 1.220municipalities in ten autonomous communities and 5.3 million customers. Latin America Leading distributor in Latin America, supplying more than 5.8 million customers. Presence in Argentina, Brazil, Chile, Mexico, and five of the main Latin American cities in these countries. Eight LNG carriers (1.29 Mm3). 24.5% stake in the Medgaz pipeline. Participation in the Ecoeléctrica regasification plant. Leased storage capacity of 0,8 bcm. A business model based on diversification and flexibility has transformed Naturgy into a global operator with a strong international presence. Naturgy has supply contracts with providers worldwide, for both natural gas (NG) and liquefied natural gas (LNG). Biomethane: 23,8 GWh of biomethane and bio-LNG produced and marketed. 3 owned plants, 1 under construction, and a portfolio of more than 70 projects in development for biogas production and upgrading to biomethane with the aim of injecting this gas into the natural gas grid. Green hydrogen: Naturgy is analyzing the viability of green hydrogen projects located in just transition zones and studying their use for producing non-organic biofuels. More than 3.3 million residential, commercial, and industrial customers in Spain and LNG sales in numerous countries worldwide. A global operator with the flexibility to exploit markets offering attractive margins 41.7% market share of gas contracts in Spain. Competitive supply to combined cycle plants (CCC). Our strength Naturgy maintains a prominent position in the markets where it operates, which represents a platform for organic growth, both through the acquisition of new customers in municipalities with gas, and through the expansion of networks to non- gas-served areas in Latin America. Naturgy has an integrated gas infrastructure designed to provide the business with great stability, flexibility to operations, and to allow the transport of gas to the best business opportunities. Naturgy has a diversified and flexible supply contract portfolio, with review mechanisms in case of price discrepancies. The coexistence and gradual replacement by renewable gases in the Group's current distribution infrastructure will promote decarbonization, both in existing networks and in gas- consuming sectors (industry, residential or transport). Naturgy has a diversified portfolio of end customers, acting as a gas supplier both in Spain and in the international market. Naturgy is a leader in dual-fuel energy solutions and offers a wide range of value-added services. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 37
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A leader in the electricity business Electricity Distribution Networks Thermal Generation Renewable Generation Commercialisation 5.0 million supply points 158,557 km of network. 10.7 GW of generation capacity. 8.0 GW of generation capacity. 21.8 TWh of electricity traded. Our positioning Spain Third largest operator in the Spanish market, distributing electricity to 3.9 million customers. Latin America Presence in Panama and Argentina with 1.1 million customers. Naturgy has a leading position in the markets where it operates. Spain Capacity of 8.0 GW (7.4 GW combined cycle and 0.6 GW nuclear). Naturgy's market share is 21%. International Capacity of 2.6 GW: 2.4 GW combined cycle power plants (Mexico) and 0.2 GW fuel (Dominican Republic). Spain Capacity of 5.7 GW (2.1 GW hydraulic, 2.5 GW wind and 1.1 GW solar). Naturgy's market share is 5,8%. International Capacity of 2.3 GW: 0.1 GW hydraulic (Costa Rica and Panama), 1.2 GW wind (Mexico, Chile and Australia) y 1.0 GW solar (USA, Brazil, Chile and Australia). A leading position in the consumer goods and residential sectors, with a 14.3% market share. One of the main players in the Spanish market. Combined dual-fuel energy offering and a wide range of value-added services. Our strength Naturgy is an efficient operator in terms of operating and maintenance costs of the electricity distribution business. Naturgy has extensive knowledge of the generation technologies in which it operates and has an infrastructure capable of adapting to the needs of each energy model and the reality of each country. Naturgy maintains a strong growth- oriented position, which will allow it to take advantage of investment opportunities in generation in those regions. Naturgy holds a leading position in the combined marketing of natural gas and electricity, resulting in significant advantages such as lower service costs, integrated customer service, and lower acquisition costs, not to mention achieving greater customer loyalty. Further information can be obtained in the "Entity's Situation" chapter of the 2025 Consolidated Management Report. Additionally, Annex I of the Consolidated Report, which forms part of the Consolidated Annual Financial Report, details the companies that are part of Naturgy and the activities they carry out. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 38
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Main results in 2025 SBM-1_06; SBM-1_09; SBM-1_10 The development of the above activities by Naturgy has allowed it to obtain, in the financial year 2025, a net profit of 2,023 million euros, associated with a Net Turnover (NT) amounting to 19,455 million euros, with the following remarkable results: – SBM-1_13The INCN associated with non-renewable gas activities, specifically gas distribution, gas commercialization, and thermal generation in combined cycle power plants, has reached 13,411 million euros. – SBM-1_12 The thermal generation activity in fuel-fired power plants, as well as the distribution and commercialization of petroleum-derived products, specifically liquefied petroleum gas (LPG), has resulted in an INCN of 166 million euros. – SBM-1_11 Naturgy has continued the dismantling process of the four coal-fired power plants under its management, and therefore, has not generated any revenue associated with this fuel. The dismantling of the Anllares and Meirama nuclear power plants was completed in 2024. In the case of the La Robla plant, dismantling also finished in 2024, although the levelling of the site where it was located is still pending. This work is scheduled to be completed during the first quarter of 2026. The dismantling of the Narcea plant was completed in 2025. Further information can be found in the Note 22 of the Consolidated Memory of the Consolidated Annual Financial Report. SBM-1_14 In addition, Naturgy has carried out an analysis of the eligibility of its activities in accordance with the Taxonomy Regulation, (EU) 2020/852. In this regard, the company has recorded a turnover of 5,895 million euros eligible under the Taxonomy, of which 3,006 million euros are aligned with the criteria set out in the Regulation. Details of the assessment methodologies and the results obtained can be found in the "UE Taxonomy Report UE (Regulation 2020/852) and sustainable financing" chapter of this Report. SBM-1_03; SBM-1_04 To ensure the proper development of the activities described above, Naturgy has a multidisciplinary, professional and committed team, which helps to ensure a quality service to all its customers, regardless of geography. As of 31 December 2025, Naturgy's workforce consisted of 6,637 people, with the following geographical distribution: 2025 2024 Argentina 846 853 Spain 3,759 3,891 Mexico 693 714 Other (1) 1,339 1,354 Total employees 6,637 6,812 (1) Other: considers those countries with fewer than 50 employees or with more than 50 but represent less than 10% of the total number of employees. These countries are: Australia, Brazil, Chile, Costa Rica, the United States, France, Ireland, Italy, Luxembourg, Panama, Portugal, Puerto Rico and the Dominican Republic. In 2024, Israel was under this category, in 2025 there is no squad. For more information, see section "Characteristics of the undertaking's employees", where the characteristics of the company's own workforce are reported. In any case, the figure for Naturgy's workforce at 31 December disclosed in note 25 of the Annual Consolidated Financial Report differs from that shown in the previous table, as well as in the aforementioned section. Note 25 shows the consolidated workforce (6,764 people), while this report shows the workforce actually managed (6,637), the difference between one workforce and the other being the people in Spain of joint operation entities (-135 people) and the people of the coal-fired power plants (+8 people). Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 39
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The joint operations refer to Temporary Business Associations (UTEs), meaning that Naturgy retains a specific percentage of the workforce from these companies, but only for the period during which the company's shares are held. Therefore, they are not considered part of the company's own personnel for the purposes of this Report. In contrast, the personnel from the coal-fired power plants belong to companies reclassified as discontinued in 2020, but for the purposes of this Report, they are considered company personnel since they continue to carry out dismantling work at the facilities in 2025. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 40
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Geographical presence Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 41 USA Generation (563 MW, solar) and renewable generation projects (4.5 GW, solar and batteries storage). Puerto Rico NG/LNG infrastructure (regasificaion plant). Dominican Republic Generation (198 MW, fuel). Mexico Gas distribution (15 states and 1.6 million clients) and generation (2,446 MW, combined-cycles and 234 MW, wind). Costa Rica Generation (50 MW, hydroelectric). Panama Electricity distribution (central and western Panama, central provinces, Chiriquí and Bocas del Toro and 0.8 million customers) and generation (22 MW hydropower). Chile Gas distribution (4 regions and 0.7 million clients), NG/LNG commercialisation and generation (206 MW wind and 162 MW solar). Argentina Gas distribution (4 provinces and 30 districts of Gran Buenos Aires and 2.3 million clients) and electricity distribution(1 province and 0.3 million clients). Brazil Gas distribution (Rio de Janeiro State, South Sao Paulo and 1.2 million clients), NG/LNG commercialisation and generation (154 MW, solar). Spain Gas and electricity transport, distribution and commercialisation. Generation (combined-cycle, nuclear, hydropower, wind, solar, cogeneration y small hydro). Renewable gases with biomethane and green hydrogen projects. Portugal NG/LNG commercialisation and electricity commercialisation Canada NG/LNG commercialisation Gas flow. Medgaz gas pipeline. Liquefaction plant. Regasification plant. Leased regasification plant. Long-term gas contracts. Ireland NG/LNG commercialisation. France NG/LNG commercialisation. Montoir regasification. Italy Renewable generation projects (0.8 GW). China NG/LNG commercialisation. India NG/LNG commercialisation. Oman NG/LNG supply and Qalhat liquefaction plant. Australia Generation (758 MW wind y 128 MW solar and 65 MW batteries storage) and renewable generation projects (1.9 GW, wind, solar and batteries storage). Algeria NG/LNG supply and Medgaz gas pipeline. Solar energy. Wind energy. Hydropower and small hydropower. Renewable gases.
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Purpose and strategy Naturgy, every day The global energy landscape is experiencing a period of high complexity, marked by geopolitical tensions, volatile energy prices, and uneven progress toward decarbonization. This scenario requires energy companies to strengthen their adaptability, guarantee security of supply, and simultaneously accelerate the transition to increasingly sustainable and affordable models for consumers. In this context, Naturgy has defined the purpose that guides its actions and contribution to the energy system and society: Simplifying your relationship with energy every day. This purpose is based on a set of values that represent the principles that guide the brand and especially the employees on how they should act and interact on a daily basis: – One team: the company works, every day, as a team for and by its people. A team that takes responsibility and courage on every decision, because keeping its promises is the foundation upon which to build a relationship of trust. – Continuous evolution: the company takes on the challenge every day of finding new and better ways to move forward, learning from experience and anticipating what is to come. – Being your choice: Naturgy works, every day, to be the best option for all its customers. SBM-1_23 Based on this, Naturgy identifies a series of priority sustainability challenges that will shape its future strategy: – Climate change mitigation and adaptation are key to reducing environmental impacts and anticipating associated physical and transition risks. – The drive for the energy transition towards a decarbonized and circular economy, while preserving security of supply at affordable prices. – To guarantee the protection of human rights, both labour and non-labour, in all areas of operation and in the value chain. – To contribute to a just energy transition, especially in territories affected by the closure of thermal power plants, through support for local employment and economic recovery. – To integrate the environmental, social and governance (ESG) criteria into decision-making processes and corporate governance, aligning with international reference frameworks To achieve Naturgy's purpose the group has implemented a sustainability strategy based on the 2025-2027 Strategic Plan. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 42
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Strategic Plan 2025-2027 Naturgy's 2025-2027 Strategic Plan, approved by the Board of Directors on February 18, 2025, responds to a global energy context marked by geopolitical conflicts and volatile energy prices, which affect the pace of the transition to renewable sources and security of supply. Flexibility, resilience, and network development are essential for the proper functioning of the energy system, especially in this scenario. Therefore, the company anticipates and adapts to changes in response to the challenges of the energy trilemma (environmental sustainability, security of supply, and affordable prices), committing to an integrated industrial model that combines energy generation, management, and marketing, under the principle of technological neutrality, placing the customer at the heart of the strategy, and ensuring the safe and resilient operation of its infrastructure. Gas, and in particular renewable gases such as biomethane, are consolidating their position as key vectors for guaranteeing security of supply and advancing decarbonization. Furthermore, excellence in customer service and digitalization, with the incorporation of smart platforms and artificial intelligence tools, are becoming key differentiators for responding to an increasingly demanding market. Naturgy's industrial model is structured around three fundamental and interrelated pillars. First, the company is committed to the resilience of its networks, which provide stable and sustainable cash flows, forming the financial foundation upon which the rest of the model rests. Second, Naturgy vertically integrates electricity generation and customer relations, allowing it to leverage synergies throughout the entire value chain and act as a natural hedge against market volatility. Finally, the company considers gas a key element in the energy transition, advancing electrification and flexible generation to guarantee security of supply. These three pillars—resilient networks, vertical integration, and maintaining gas as a transition vector—are complemented by the acceleration of decarbonization, the development of renewable energies such as biomethane, and excellence in customer service, supported by digitalization and artificial intelligence. Thus, Naturgy is shaping a robust, flexible industrial model geared towards the energy transformation. Financial discipline, operational excellence, and shareholder remuneration policy constitute the three execution principles that underpin Naturgy's Strategic Plan. First, the company advocates for best operational practices in all its business units, driving efficiency and innovation in customer service, which allows it to maintain optimal and competitive management. Secondly, Naturgy is strengthening its financial discipline and profitability by establishing rigorous investment thresholds that guarantee value creation and returns significantly higher than the cost of capital, while maintaining its BBB rating and continuously optimizing its balance sheet. Finally, its shareholder remuneration policy is geared towards providing attractive and sustainable returns, while also promoting initiatives to increase the free float and ensure genuine liquidity of the shares in the market. The Strategic Plan envisions a total investment of 6,400 million euros between 2025 and 2027, primarily focused on networks (50%), renewable energy (30%), and energy management and supply (20%). Each of Naturgy's business areas plays a strategic and complementary role in achieving the objectives of this strategy: – Distribution networks: Focused on capturing new growth opportunities such as the implementation of smart meters and the connection of renewable capacity, driving operational efficiency and proactive regulatory management to maximize asset value. – Energy management: Prioritizing risk coverage, optimizing contracts and reducing exposure to market volatility, rebalancing volume commitments and leveraging contractual flexibility to ensure security of supply. – Thermal generation: Continuous improvement of the operation and automation of combined cycle gas operation, along with the adoption of new technologies that increase flexibility and sustainability. – Renewable generation: Focus on selective growth, prioritizing advanced projects and controlling the value chain, with special emphasis on hybridization and storage. – Renewable gases: Consolidation as a differentiating lever, with the aim of leading the Spanish market through significant investments and the development of a solid project portfolio. – Commercialisation: Seeking to increase the customer base and offer value-added services, supported by a new personalized digital platform to differentiate ourselves in operational efficiency and quality of service Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 43
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In terms of sustainability, the Strategic Plan sets the following key objectives reflected in the 2025-2027 Sustainability Plan: Sustainability Plan 2025-2027 The publication of the Strategic Plan, in 2025, comes with the approval of a new Sustainability Plan for the period 2025-2027. The new metrics are based on the new reporting framework established by the ESRS, although other specific Naturgy indicators from the previous Sustainability Plan, considered significant for an adequate monitoring of the company's performance in sustainability matters, have been maintained. In the case of the objectives associated with GHG emissions, the Climate Transition Plan has also established intermediate objectives to 2030. (for more information, see section “Transition plan for climate change mitigation” in the “Climate Change” chapter). • Indicators of the Sustainability Plan 2025-2027 Base year Target 2027 Year 2025 Year 2024 Baseline value ESRS 1 - Climate Change Installed capacity from renewable sources (%) 2022 47 0 40 34 Capacity free of emissions (%) 2022 50 46 44 37 Renewable gas injection capacity. Spain (TWh) Not applicable 1.60 0.42 0.23 Not applicable Absolute GHG emissions Scope 1 (million tCO2eq) 2022 10 13.1 11.5 15 Absolute GHG emissions Scope 2 (million tCO2eq) 2022 0.4 0.2 0.5 0.4 Absolute GHG emissions Scope 3 (million tCO2eq) 2022 103.4 94.0 107.5 110.1 CO2 intensity in electricity generation (tCO2/GWh) 2022 184.0 244 234 279.3 Eligible installations according to taxonomy with material physical risks with climate change adaptation measures (%) Not applicable 100 100 100 Not applicable ESRS E2 - Pollution Air pollution value chain(1) Not applicable Phase-in provisions Not applicable Water pollution value chain(1) Not applicable Phase-in provisions Not applicable ESRS E3 - Water and marine resources Total water consumption (hm3) 2022 17 20 16 19 Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 44
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ESRS E4 - Biodiversity and ecosystems Initiatives to improve biodiversity (number) 2022 375 457 368 345 Activity with ISO 14001 environmental certification (% Ebitda) (2) 2022 98.5 95 96 97.0 ESRS E5 - Resource use and circular economy Resource inputs, including resource utilization, in the value chain(1) Not applicable Phase-in provisions Not applicable Waste in the value chain(1) Not applicable Phase-in provisions Not applicable ESRS S1 - Own Workforce Lost time accidents frequency rate for own workforce (per 1,000,000 hours worked)(3) 2022 0.46 0.89 0.6 Lost time accidents severity rate for own workforce (per 1,000,000 hours worked)(3) 2022 21.71 32.00 28.3 Absenteeism due to temporary incapacity (%) 2022 <3 2.2 2.2 2.6 Promoter employees (annual average %) 2022 >51.3 51.7 54.0 33.3 Employees with disabilities. Spain (%) 2022 >2.5 2.5 1.7 1.6 Women in the workforce (%) 2022 >37 36.8 35.4 33.2 Women in executive positions. (%) (4) 2022 40 41.6 37.4 32.7 Training per employee (average hours) 2022 55 49.6 46.0 35.9 ESRS S2 - Workers in the value chain Lost time accidents frequency rate for suppliers and contractors (per 1,000,000 hours worked)(2) 2022 < 1.75 1.8 1.7 1.55 Coverage level of ESG audits over purchase volume with high ESG risk (%) 2022 95 95.8 88.3 82.7 Purchase volume with acceptance of the Code of Ethics (%) 2022 96 96.3 95.6 95.4 ESRS S3 - Affected communities Total social investment (million euro) 2022 15 15 10 11 ESRS S4 - Consumers and end-users Global satisfaction with service quality (1-10) 2022 8.7 7.6 7.9 7.6 No. of complaints registered / No. of contacts (%) 2022 3.59 3.09 3.31 4.80 ESRS G1 - Business conduct Employee training in compliance Not applicable At least one training per year 6 3 Not applicable Entity-specific information Naturgy Energy Group's BitSight International Index 2022 800 800 780 730 Cumulative TOTEX for Open Innovation and Technological Innovation (million euro) No aplica 310 107 98 No aplica (1) Not material subtopic for own operations. Therefore, Naturgy uses the transitional provision to define a target. (2) The data for base year 2022 and subsequent years have been corrected to adequately reflect the certification status of a company within the scope that was incorrectly reported in previous years. The correction does not affect the scope or ambition of the target. (3) In 2022, the published value was calculated per 200,000 hours worked (OSHA criterion), but in this report, it is expressed per 1,000,000 hours worked. (4) The figure given for 2022 differs from that published in the 2022 report because the calculation methodology was changed in 2024. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 45
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A base year of 2022 has been set for all metrics, taking as a reference the ESRS Climate Change Standard, in particular for GHG emissions. Regarding the evolution of the results, overall, positive progress is observed towards achieving the 2027 targets across all indicators. The most relevant variations are detailed below; however, the specific evolution of each objective is analysed in the section of each chapter dedicated to explaining the targets. – Environmental targets: the report highlights the increased production from combined cycle gas turbines in Spain resulting from the enhanced operation of the electricity system following the nationwide blackout on April 28, 2025. This blackout impacted direct GHG emissions, CO2 intensity for electricity generation, and water consumption. Despite this unique event, the company's GHG emissions in 2025 were reduced by 14% compared to 2022, considering all three scopes. This confirms the company's commitment to reducing its carbon footprint. – Social targets: overall, the trend is very positive across all areas. Of particular note is the positive trend in employee accident rates, with a reduction in the number of lost-time accidents in 2025, from twelve in 2024 to six this year. However, the overall service quality satisfaction indicator has experienced a slight decline, primarily due to an update in the evaluation methodology for the gas network business in Mexico and the expansion of the scope to include the electricity network business in Argentina, which has a different starting point in terms of maturity and customer experience. – Governance and entity-specific targets: no relevant event has occurred that affects the strength of the governance model in relation to sustainability topics. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 46
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Naturgy and its value chain SBM-1_28 Naturgy is a company dedicated to the generation, distribution, and marketing of energy and energy services, as described above. SBM-1_27 Naturgy's business model is distinguished by its leadership in the gas sector and its benchmark status in the electricity sector. In both cases, it guarantees continuity of supply, an essential aspect for providing quality service and fulfilling the company's social responsibility. It offers a wide range of value-added services through sustainable innovation as a driver of development, with the ultimate goal of ensuring the well-being of people, the progress of businesses and society, and the sustainability of the planet. Due to the necessary interrelation between activities and the coexistence of multiple stakeholders in the different phases of the energy chain, Naturgy adopts a hybrid approach that combines a sectoral view of energy activities with a relational view based on resource use and services provided by third parties. This dual approach aims to reconcile the inherent complexity of the energy sector with a faithful, clear, and understandable representation of the company's activities and commercial relationships. According to the European Sustainability Reporting Standards (ESRS), the value chain concept encompasses the activities, resources, and relationships that a company uses and relies on to create its products or services, from conception to delivery, consumption, and end of life. This concept includes both the elements that are part of the company's own operations and those associated with the various agents involved in the earlier and later stages of the chain. However, this conception of the term "value chain" is not considered fully applicable to the energy sector due to the necessary interrelation between activities and the coexistence of multiple agents in the different phases of the energy chain. Therefore, the company uses the term "activity chain" to refer to the complete set of activities that are part of the energy sector, including both the company's own operations and the activities carried out by the value chain—that is, those performed by third parties with whom it has commercial relationships. Therefore, when the term “value chain” is used in the Report, it will be referring to activities carried out by third parties along the activities chain in which Naturgy participates. Activity Chain It reflects the main activities that make up the gas and electricity sector, from the initial extraction phases to final use by consumers. It also identifies in which of these stages Naturgy participates through companies over which it exercises direct control and management (its own operations). The activity chain and value chain of the energy sector, in which Naturgy participates, are represented graphically: Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 47
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Description of our own operations As previously mentioned, our own operations are those over which Naturgy exercises direct control and management. This includes the maritime transport of LNG, biomethane production, electricity generation, gas and electricity distribution, and their marketing. Further information on these activities can be found in the “Business Model” section of this chapter. Regarding commercialisation, it is worth noting that in Spain, Naturgy markets energy and services through four marketing companies: Deregulated Market Residential, Communities of Owners and Businesses Naturgy Iberia S.A. Naturgy Clientes S.A.U. Industrial Gas Natural Comercializadora S.A. Regulated Market Residential, Communities of Owners and Businesses Comercializadora Regulada Gas & Power S.A. Value chain The activities described above, considered as core operations, do not imply that they are carried out exclusively by Naturgy, as energy systems are complex and highly interdependent environments, characterized by the participation of multiple agents and the use of shared infrastructure, especially in the case of transmission and distribution networks. Consequently, it should be noted that not all the activities represented are carried out exclusively by the company; for example, not all the energy distributed or marketed by the company has necessarily been generated by Naturgy. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 48
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Furthermore, the use of resources and the commercial relationships maintained with third parties for each of the activities in which Naturgy participates have also been analysed, as shown in the previous graphic representation. In this sense, the activities shown in the value chain, although directly linked to the company's core operations, are considered value chain activities insofar as they are executed by third parties over whom Naturgy does not exercise direct operational control, although it does maintain the capacity to influence them through contractual relationships, technical requirements, and oversight mechanisms. For the purposes of identifying and assessing the impacts, risks, and opportunities along the value chain, Naturgy establishes the following criteria: Upstream activities Upstream activities are considered to be those related to the provision of goods and services necessary for the development of the company's own operations. SBM-1_26 The main raw materials purchased by the company are as follows: – Natural gas: Naturgy has a diversified and flexible portfolio of 21 bcm through supply contracts, with review mechanisms in the event of price misalignment, which has turned Naturgy into a global operator with an important international profile. Naturgy has supply contracts with suppliers around the world, both in gaseous form (NG) and in the form of liquefied natural gas (LNG). Diversified sources of supply are accompanied by an integrated gas infrastructure aimed at providing business stability, operational flexibility, and enabling gas to be transported to the best business opportunities. – Organic waste: from the waste generated by the livestock and agri-food sector, mainly in Spain, as well as organic waste, wastewater and other industrial organic waste, the company obtains the raw material necessary for the generation of biomethane, a renewable alternative to fossil-based natural gas. – Fuel: Naturgy imports fuel oil, which is then used in the generation plant in the Dominican Republic. – Water: Naturgy uses this resource mainly for power generation in combined-cycle power stations, which have water management plans certified under the ISO 14001 standard. It should also be noted that most of the total water captured is returned to the environment. – Other materials, products and services: In addition to the supplies necessary to provide natural gas and generate electricity, the company purchases various equipment necessary for operations and contracts for services. Downstream activities Downstream activities correspond to those that have an impact on customers, or those that are generated as a result of the consumption of the products and services that the company markets and consumers use. SBM-1_27 Naturgy is firmly committed to favouring a quality customer experience, through a competitive and affordable commercial offer adapted to the needs of each consumer, and guaranteeing a personalised service based on agile and digital solutions that maximise self-service, through which Naturgy takes into account their interests, complaints and opinions. More information can be found in the section "Processes to remediate negative impacts and channels for consumers and end-users to raise concerns" of this Report. As a result of the above, in order to show the stage where the impact, risk or opportunity occurs, both in the SBM-3 disclosure requirement and in each of the ESRS standards, the following designation will be used to identify them: – Own operations – Upstream – Downstream Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 49
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Impacts, risks, and opportunities that occur in the value chain are considered to be those identified upstream or downstream. Interests and views of stakeholders (SBM-2) SBM-2_01 Stakeholder engagement The development of Naturgy's business activity generates an impact on people, both positive and negative, whose correct management is essential to avoid or mitigate the possible damage that the company may generate, as well as to favour the various opportunities arising from its activity. Naturgy understands that the way to advance in its strategy and achieve the above purpose is through collaboration with its different stakeholders. For this reason, the company systematically includes their vision in its decision- making process, through the establishment of two-way relationships and outreach channels. Thus, establishing trusting relationships based on transparency and the creation of shared value is key to the development of competitive advantages for Naturgy and to contributing to the development of the communities in which it operates. SBM-2_02; SBM-2_03 As part of its strategy, Naturgy periodically reviews the identification and prioritisation of the company's main stakeholders. As a result of this exercise, Naturgy has currently defined the following priority stakeholders, with whom it carries out different relationship activities through different communication and outreach channels adapted to their characteristics and needs. The main stakeholders for Naturgy are as follows: – Shareholders and investors. – Consumers and end-users. – Own workforce. – Suppliers. – Affected communities. – Society. – Associative entities. – Business partners. – Analysts. – Market agents. – Public administrations. – Regulatory bodies. – Funding groups. – Insurance and reinsurance agencies. SBM-2_04 The company's interaction with its stakeholders is approached differently depending on each group. In this regard, Naturgy carries out different direct dialogue initiatives, through outreach or consultation measures (continuous, periodic or specific), or indirectly, through the correct application of internal regulations or the development of mechanisms to integrate the views of society into the company's day-to-day business. Naturgy also has different channels for collecting the concerns and expectations of stakeholders, such as the telephone channel, e-mail and through social networks or the corporate website. As an additional support to the company's collaboration exercise, in 1992 the Naturgy Foundation was set up, a non- profit organisation that carries out different projects to disseminate, educate, inform and raise awareness among the general public on matters related to energy, the environment and social action. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 50
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SBM-2_06 Stakeholders' expectations are duly collected and analysed, and are taken into account transversally in the company's strategy. On the one hand, knowing the impact that Naturgy may have on the different groups allows the definition of appropriate action plans to mitigate the potential negative effects that may arise. In addition, knowledge of market trends determines Naturgy's long-term roadmap, in line with its own ambitions to deepen the transformation of the sector. This Sustainability Report has been elaborated in view of these purposes and the perspectives of stakeholders. SBM-2_07 To reflect the above aspects, Naturgy has carried out a double materiality assessment, in which it has integrated the results of the participation of stakeholders, as set out in the section "4. Impact, risk and opportunity management" of this chapter. The involvement of stakeholders in this exercise allows the company to know their opinions and concerns, especially about those aspects of Naturgy's strategy and business model that may potentially affect them. SBM-2_05 In conclusion, Naturgy establishes a close relationship with its stakeholders with the aim of building trusting, stable, solid and mutually beneficial relationships with them, facilitating their involvement in its day-to-day operations, as well as addressing the impacts, risks and opportunities that its activity presents for them. This commitment is embodied in the Global Sustainability Policy, which establishes the common framework for action that guides the company's socially responsible behaviour,includes the principles that govern its relationship with its different publics and assumes the obligation to establish channels of dialogue. In addition, this Policy inspires the actions of third parties in the development of the activities they provide to the company. Stakeholder governance SBM-2_12 Stakeholder management depends functionally on Naturgy's Public Affairs and Sustainability Department, which reports directly to the company's chief executive. The Sustainability Commission and the Board of Directors are periodically informed about the operation of these outreach and relationship channels with stakeholders, as well as the results of the consultations raised and any notification from them. Likewise, in 2025, Naturgy's directors have been informed about aspects such as employee and customer satisfaction levels, indicators of the level of attraction and commitment of employees, queries and communications received through corporate channels, especially in relation to the Code of Ethics. It is also important to note that the Sustainability Commission has supervised and validated the double materiality assessment in ESG matters, as well as its final results. As mentioned above, the process of determining impacts, risks and opportunities integrates the opinions of stakeholders, which helps the governing bodies to be aware of their perspectives on sustainability issues. SBM-2_08; SBM-2_09 As a result of this analysis and the ongoing relationship with stakeholders, improvement plans, actions or mitigation measures are carried out at the operational level to respond to their concerns (described throughout this Report) and, at the global level, they are taken into account in the preparation of the company's Strategic Plan and its updates, through the Sustainability Plans. SBM-2_10; SBM-2_11 In particular, on February 18, 2025, it approved the new Strategic Plan and, by extension, the Sustainability Plan 2025-2027, which determine Naturgy's roadmap for the coming years, and reinforce the commitments made in the previous Plan, thus providing continuity to its responsibilities to stakeholders. Material impacts, risks and opportunities and their interaction with strategy and business model (SBM-3) Material impacts, risks and opportunities in 2025 Naturgy has carried out a double materiality assessment to identify those sustainability impacts, risks and opportunities that are related to its strategy and business model, and are derived from the activity of its own operations or its value chain. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 51
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SBM-3_11; SBM-3_12 During the execution of the double materiality assessment, the 37 subtopics defined by the European Sustainability Reporting Standards (ESRS), and 3 additional subtopics considered to be specific to the entity (cybersecurity, innovation and taxation) have been assessed. As a result, Naturgy has identified a total of 29 material subtopics, 15 of which are considered to be of particular relevance for the company, and material from both the impact and financial perspective: – Energy – Mitigation of climate change – Adaptation to climate change – Water – Impacts on species status – Resource inputs, including resource utilisation – Working conditions of workers in the value chain – Communities’ civil and political rights – Information-related impacts for consumers and/or end users – Social inclusion of consumers and/or end-user – Corporate culture – Political engagement and lobbying activities – Corruption and bribery – Cybersecurity – Taxation Associated with the different sub-topics, Naturgy has identified 55 impacts (impact materiality), 15 risks and 12 opportunities (financial materiality). During fiscal year 2025, Naturgy updated its dual materiality process to identify new material impacts, risks, and opportunities, as well as to improve their description and the assessment of existing ones to provide greater clarity and precision. This update included an analysis of material matters from other energy companies with activities similar to Naturgy's, serving as an external benchmark. Following this review, the overall conclusions of the analysis are similar to those of fiscal year 2024; however, there have been slight variations in the number of material impacts, risks, and opportunities, primarily due to the inclusion of "Taxation" as a new material matter specific to the entity. Furthermore, when presenting the impacts, risks and opportunities, methodological accuracy has been improved in locating these along the value chain and in our own operations. SBM-3_01; SBM-3_02The following tables describe the impacts, risks and opportunities considered material, grouped by the ESG topics and subtopics defined by the ESRS, as well as those that are specific to the company (categorised as "Other"). They contain the following information: – SBM-3_07 The stage where the impact, risk or opportunity occurs, that is, own operations, upstream or downstream. Additionally, the business (electricity or gas) to which it is related is indicated, thus providing greater detail on its relationship with Naturgy's business model. – SBM-3_06 The time horizon in which the impact, risk or opportunity is expected to materialise, that is, at present, or in the short, medium or long term, which have been defined in section "Information in relation to specific circumstances" of this chapter. SBM-3_03 In addition, throughout the different chapters of this Report, the effects that these impacts, risks and opportunities, both current and in the different time horizons analysed, have or may have on Naturgy's strategy, business model, decision-making or value chain are detailed, as well as the different initiatives that the company carries out to manage them appropriately. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 52
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SBM-3_04; SBM-3_05 In the particular case of material impacts, the information gathered in the different chapters includes how these relate to Naturgy's strategy and the benefit or detriment, as applicable, that they may generate on the environment and people. SBM-3_08 In relation to the material risks and opportunities identified in Naturgy's double materiality analysis, it is observed that they do not induce an effect in terms of position, financial performance and cash flows and it is considered that there is no significant risk of a material adjustment, in the short term, of the carrying amounts of the assets and liabilities recorded in the corresponding financial statements. SBM-3_09 Furthermore, regarding the disclosure of the anticipated financial effects of sustainability risks and opportunities, Naturgy adheres to the provisions of Commission Delegated Regulation (EU) 2025/1416 of 11 July 2025, amending Delegated Regulation (EU) 2023/2772 as regards the postponement of the application date of disclosure requirements for certain companies. In this respect, the qualitative description of the potential financial effects of sustainability issues can be found in section 4.2 of the Main Risks, Opportunities and Uncertainties section of the Consolidated Management Report, and specifically in note 2.4.25 k “Climate Change and Energy Transition” of the Consolidated Annual Financial Report, which details the analysis of the effects of climate change on the financial statements for the year. SBM-3_10 At the end of this section, Naturgy's analysis of the resilience of its strategy and business model with respect to material impacts, risks and opportunities, including the assumptions used and the results obtained, has been reported. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 53
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• Environment Upstream (2) Own Operations Downstream (3) Business (4) Time horizon (5)(6) CLIMATE CHANGE Climate change adaptation P.I.(1) Contribution of hydroelectric reservoirs to resilience against droughts and floods, through the regulation of flows and water storage. X Electricity Current R Damage to infrastructure and prolonged disruptions in power generation and distribution due to extreme weather events. X Both Short-term Climate change mitigation N.I. Contribution to climate change from greenhouse gas emissions in the energy value chain. X X X Both Current R Displacement of natural gas due to climate policies. X X X Both Short-term Litigation and sanctions for liabilities associated with climate change. X Both Short-term Energy N.I. Depletion of natural resources associated with the use of fossil fuels. X X X Both Current P.I. Contribution to system stability through Naturgy's generation mix. X Electricity Current Contribution to the energy transition and the decarbonization of the economy by replacing fossil fuels with renewable energy. X Both Current O Development of biomethane and other renewable gases for the decarbonization of the gas system. X X X Gas Short-term Expansion of renewable electricity generation within the framework of the energy transition. X Electricity Short-term Growth of the energy storage business for the integration of renewable energies. X X X Electricity Short-term Reinforcement the electricity network business through its digitization. X Electricity Short-term Diversification of the energy business towards efficiency solutions and distributed generation. X X Both Short-term POLLUTION Pollution of air N.I.(1) Air pollution associated with the use of natural gas by customers, due to NOx emissions and other pollutants. X Gas Current P.I. Contribution to improving air quality through increased renewable electricity generation. X Both Current Pollution of water N.I. Potential water pollution associated with the sourcing of fuels, raw materials, and the manufacturing of equipment across the value chain. X Both Current Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 54
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WATER AND MARINE RESOURCES WATER N.I(1) Water resource consumption associated with the operation of thermal power plants. X Electricity Current R Risk of operational restrictions and increased costs due to dependence on fresh water in thermal power plants. X Electricity Short-term BIODIVERSITY AND ECOSYSTEMS Direct impact drivers of biodiversity loss N.I.(1) Immediate loss of biodiversity due to the construction of new infrastructure/facilities. X X Both Current Impacts on the state of species N.I. Deterioration of the conservation status of species, especially threatened ones, due to the execution and operation of energy infrastructures. X Electricity Current R Sanctions, delays in authorizations, decreased income and reputational damage associated with impacts on biodiversity and threatened species. X Electricity Short-term Impacts on the extent and condition of ecosystems N.I. Ecosystems deterioration due to climate change caused by greenhouse gas emissions. X X X Both Current RESOURCE USE AND CIRCULAR ECONOMY Resources inflows, including resource use N.I.(1) Consumption of materials, including critical minerals, in the manufacture of the equipment needed in operations. X Both Current R Increased costs and delays in new projects due to shortages of raw materials, particularly critical minerals. X Both Long-term Waste N.I. Waste generation associated with the value chain of fuels, materials and equipment used. X Both Current NOTES: The ‘X’s indicate at which stage of Naturgy's activity chain the impact is located: Upstream, Own Operations, or Downstream. If a row contains several ‘X’s, it means that the impact is located at more than one stage. (1) The following notations have been used: positive impact (P.I.), negative impact (N.I.), risk (R) and opportunity (O). Negative and positive impacts refer to Impact materiality, and risks and opportunities reder to Financial materiality. (2) (3) The "Upstream" and "Downstream" stages correspond to those defined in the section “Naturgy and its value chain”. (4) The possibilities “Gas”, “Electricity” and “Both” are included to indicate the relationship between each impact, risk or opportunity and the company's business model. (5) Impacts under the “Current” category are those that have occurred the present year, and thus no time horizon applies. (6) For the risks and opportunities corresponding to the topic “Climate Change”, the time horizons established for c l i m a t e - r e l a t e d r i s k s u n d e r E 1 . S B M - 3 _ 0 5 , a s s e t o u t i n t h e s e c t i o n “ A s s e s s m e n t o f c l i m a t e - r e l a t e d r i s k s a n d opportunities”, are applied. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 55
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• Social Upstream (2) Own Operations Downstream (3) Business (4) Time horizon (5) OWN WORKERS Working conditions N.I.(1) Increased accident rate associated with inadequate management of psychosocial factors (clarity of roles, workloads, working hours, work-life balance, etc.). X Both Short-term Increase in critical accidents/incidents due to inadequate management of occupational risk prevention. X Both Short-term P.I. Promote a safe working environment through the implementation and proper management of a Management System. X Both Current Improvement of working conditions through social benefits for employees. X Both Current Promotion of professional development through training initiatives and career plans. X Both Current Contribute to permanent employment and the payment of living wages above average wages. X Both Current Promoting employability through training in disruptive technologies such as generative AI. X Both Current Improving well-being through healthy work environments (health promotion campaigns, open communication, active participation, emotional support, etc.). X Both Current To enable employees to negotiate better conditions, give them a voice in the workplace, ensure job security, offer professional development and protection against discrimination and unfair treatment through association and collective bargaining and other participation mechanisms. X Both Current Equal treatment and opportunities for all N.I. Discrimination on the basis of race, colour, gender, disability, religion, etc., due to lack of effective protocols against it and/or lack of training of workers on equality and non- discrimination. X Both Long-term P.I. Promoting inclusion and equity in those territories where the company is present, encouraging an inclusive corporate culture. X Both Current VALUE CHAIN WORKERS Working conditions N.I.(1) Non-compliance with labor conditions and minimum occupational health and safety management conditions by suppliers, which may lead to an increase in accident rates. X Both Current P.I. Promotion of suitable working conditions in the value chain through responsible recruitment criteria and supplier selection and monitoring processes under ESG criteria. X Both Current O To promote economic growth and job creation in communities by collaborating with local and national suppliers. X X X Both Short-term Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 56
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Equal treatment and opportunities for all N.I. Discrimination on the basis of race, colour, gender, disability, religion, etc., due to lack of effective anti-discrimination protocols and/or training of workers on equality and non- discrimination, especially in countries with a high rate of discrimination. X Both Short-term P.I. Encourage an inclusive culture by promoting inclusion and equity in those territories where the company operates. X Both Current Other work-related rights P.I. Promotion and protection of human rights through due diligence in activities. X Both Current AFFECTED COMMUNITIES Communities’ economic, social and cultural rights N.I.(1) Affecting the health and well-being of local communities due to emissions of air pollutants derived from the activity of the company and its value chain. X X X Both Current Interruptions in the supply of electricity and gas impacting homes, economic activities and essential services. X X X Both Current P.I. Contribution to the economic development and GDP of local communities through taxes, infrastructure and community development programs. X X X Both Current Promoting the creation of local employment in the construction and operation phases of the infrastructures. X X Both Current Promoting the employment of minorities and vulnerable groups. X X Both Current R Community resistance can result in delays, increased costs, reputational damage, or even project cancellations. X Both Short-term Communities’ civil and political rights R Sanctions for industrial accidents that affect the nearby local community. X X Both Short-term Rights of indigenous people N.I. Displacement of local communities and violation of the territorial rights of indigenous communities associated with the development of infrastructure projects. X X Electricity Medium-term Impact on cultural heritage, traditional knowledge and/or sacred sites of indigenous communities resulting from the project's activities. X X Electricity Medium-term Loss of human rights, cultural deterioration, and social conflicts due to the lack of recognition of customs, social practices, and legal ownership of indigenous territories recognized by the provisions of ILO Convention 169. X X Electricity Medium-term CONSUMERS AND END-USERS Information-related impacts for consumers and/or end-users N.I.(1) Violation in the processing of personal data. X X X Both Current P.I. Improving the customer experience through digital transition. X X Both Current Respect for consumer rights through simple, clear, transparent, respectful and non- discriminatory communications and an accessible website that guarantees the inclusion of diversity. X Both Current Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 57
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R Complaints from customers about contract changes without the user's consent. X Both Short-term Infringements related to data protection law. X X Both Short-term Social inclusion of consumers and/or end-users P.I. Reducing energy poverty through a energy vulnerability plan to facilitate payment and the development of all the necessary operations to speed up the procedures to prioritise people in vulnerable situations. X Both Current O Facilitating customer access to innovative and efficient services that improve affordability and support the energy transition, contributing to reducing energy poverty and increasing autonomy. X X Both Short-term NOTES: The ‘X’s indicate at which stage of Naturgy's activity chain the impact is located: Upstream, Own Operations, or Downstream. If a row contains several ‘X’s, it means that the impact is located at more than one stage. (1) The following notations have been used: positive impact (P.I.), negative impact (N.I.), risk (R) and opportunity (O). Negative and positive impacts refer to Impact materiality, and risks and opportunities reder to Financial materiality. (2) (3) The "Upstream" and "Downstream" stages correspond to those defined in the section “Naturgy and its value chain”. (4) The possibilities “Gas”, “Electricity” and “Both” are included to indicate the relationship between each impact, risk or opportunity and the company's business model. (5) Impacts under the “Current” category are those that have occurred the present year, and thus no time horizon applies. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 58
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• Governance Upstream (2) Own Operations Downstream (3) Business (4) Time horizon (5) BUSINESS CONDUCT Corporate culture P.I. (1) Increased stakeholder trust through the promotion of an ethical culture. X X X Both Current Promoting transparency and increasing trust in the company by stakeholders through the disclosure of information in an accurate, correct, timely and audited manner. X Both Current O Attraction of business/financing opportunities by applying responsible practices as a company standard. X Both Medium-term Reducing the risk of fines and sanctions, strengthening the confidence of investors and regulators thanks to a solid ethical and compliance framework. X Both Medium-term Protection of whistle-blowers P.I. Increased trust of complainants given the correct resolution/management of the complaints/enquiries made. X Both Current Political engagement and lobbying activities P.I. Contributing to the approval of laws favorable to the general interest through influence activities. X Both Current Encourage the development of certain countries through private initiative (investments, etc.) X X X Both Medium-term Positive contribution by the company to the achievement of the SDGs. X Both Current R Generating uncertainty and loss of confidence among investors and partners due to regulatory changes that affect the viability of the business strategy. X Both Medium-term Management of relationships with suppliers including payment practices P.I. Prior evaluation of suppliers under ESG criteria to ensure their compliance. X Both Current Development and consolidation of long-term relationships with suppliers of products and services. X X Both Current Promote equal opportunities among suppliers through clear conditions that facilitate the preparation of competitive bids. X Both Current Corruption and bribery P.I. Contributing to the promotion of an ethical and integral culture that reduces corruption and strengthens the trust of stakeholders in the company. X Both Current R Loss of trust and potential economic damage to customers, partners and investors due to the theft of critical company material or information. X X X Both Short-term Loss of trust and potential financial damage to investors, customers, and partners due to fraudulent practices within the company. X Both Short-term Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 59
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O Strengthen the confidence of investors, clients and authorities by ensuring transparency and security through a management system certified and audited by third parties. X Both Short-term NOTES: The ‘X’s indicate at which stage of Naturgy's activity chain the impact is located: Upstream, Own Operations, or Downstream. If a row contains several ‘X’s, it means that the impact is located at more than one stage. (1) The following notations have been used: positive impact (P.I.), negative impact (N.I.), risk (R) and opportunity (O). Negative and positive impacts refer to Impact materiality, and risks and opportunities reder to Financial materiality. (2) (3) The "Upstream" and "Downstream" stages correspond to those defined in the section “Naturgy and its value chain”. (4) The possibilities “Gas”, “Electricity” and “Both” are included to indicate the relationship between each impact, risk or opportunity and the company's business model. (5) Impacts under the “Current” category are those that have occurred the present year, and thus no time horizon applies. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 60
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• Others Upstream (2) Own Operations Downstream (3) Business (4) Time horizon (5) OTHERS Cybersecurity P.I. (1) Loss of personal data due to cybersecurity breaches. X Both Current R Increased costs and loss of trust and reputation due to security breaches of company information, both personal and critical operational information. X Both Short-term Taxation P.I. Contribution to economic and social development through the payment of taxes. X X X Both Current R Increased tax burden resulting from changes in tax regulations. X Both Short-term Innovation O Reduced costs and carbon footprint due to investment in the development of new technologies. X Both Medium-term Promoting access to sustainable and technological solutions that favor decarbonization, energy efficiency and clean mobility, contributing to a just transition for customers and communities. X Both Medium-term NOTES: The ‘X’s indicate at which stage of Naturgy's activity chain the impact is located: Upstream, Own Operations, or Downstream. If a row contains several ‘X’s, it means that the impact is located at more than one stage. (1) The following notations have been used: positive impact (P.I.), negative impact (N.I.), risk (R) and opportunity (O). Negative and positive impacts refer to Impact materiality, and risks and opportunities reder to Financial materiality. (2) (3) The "Upstream" and "Downstream" stages correspond to those defined in the section “Naturgy and its value chain”. (4) The possibilities “Gas”, “Electricity” and “Both” are included to indicate the relationship between each impact, risk or opportunity and the company's business model. (5) Impacts under the “Current” category are those that have occurred the present year, and thus no time horizon applies. Resilience of Naturgy's strategy and business model SBM-3_10 Context analysis and methodology In order to analyse the capacity of Naturgy's strategy and business model to address material impacts and risks and to take advantage of material opportunities, the company has taken into account how the different ESG issues, included in the ESRS, may induce significant risks for the company's operations (including all types of its assets), as well as for its value chain, regardless of the nature of its activity and the geography where it is located. This assessment is based on the results obtained in the double materiality assessment, which not only takes into account the possible external risks that may affect Naturgy (financial materiality), but also studies the potential strategic or business model adaptations that the company should carry out to reduce its impact on the outside world (impact materiality). In order to maximise knowledge of the company's real situation and reduce potential bias, the perspectives of Naturgy's different stakeholders have been integrated, as mentioned above. In addition, this resilience analysis is supported by other more specific assessments, described in the corresponding chapters of this report, in order to have the maximum detail, highlighting: Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 61
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– Due diligence processes. – Analysis of climate change risks and opportunities, according to recommendations of the Taskforce on Climate-related Financial Disclosures (TCFD). – Nature risk analysis according to the recommendations of the Taskforce on Nature-related Financial Disclosures (TNFD). – Universal Declaration of Human Rights of the United Nations. – Declaration of the International Labour Organization (ILO). – Analysis of risks related to suppliers, by purchasing category. – Process safety risk analysis (occupational health and safety). The time horizons used during the study are those specified in section Disclosures in relation to specific circumstances. of this chapter. Results of the resilience analysis Resilience in the environmental field In order to analyse Naturgy's environmental resilience, technological advances, regulation and sources of financing to undertake the investment plans necessary to contribute to the energy transition have been taken into consideration. The most relevant issues considered have been: – Emissions of greenhouse gases (GHG) and other pollutants and their relation to climate change. – Renewable generation. – Resource consumption, especially water, and the principles of the circular economy. – Net loss of biodiversity. Naturgy considers that one of the issues of greatest concern both internally and externally, in relation to the environment, is climate change. The company has carried out a specific and focused analysis on this issue, the results of which can be consulted in the chapter "Climate change". From an impact perspective, it has been observed that the contribution to climate change derives mainly from GHG emissions associated with the company's non-renewable gas activity and its value chain, that is, the non-renewable electricity supply and generation phases, the gas distribution activity and the downstream consumption of natural gas by customers. In contrast, from a financial impact perspective, climate change can be detrimental to the company in two main ways: through temporary adverse conditions in the medium and long term, which can directly affect business continuity, or through a technological or regulatory change, which generates the need for sudden adaptation to a socio-economic situation that is more adverse than the current one, in terms of operating capacity and resulting revenues. For this reason, Naturgy is accelerating the transformation of its business portfolio since 2018, the year in which it was decided to close the coal-fired power generation plants and set the guidelines on which successive strategic plans have been based, focusing on renewable energies for electricity generation, the development of renewable gases (biomethane and hydrogen) for the entire gas value chain and the electricity and gas network businesses. This roadmap has enabled to reduce total GHG emissions by 35% in the period 2017-2024, to reach 64% CAPEX alignment according to the Taxonomy Regulation, in 2024 (69% in 2024), and to decouple EBITDA generation in a sustained manner in recent years. The approved Climate Transition Plan is underpinned by the same pillars that were established in 2018 to contribute to the energy transition. In environmental terms, beyond climate change, biodiversity is at the centre of the main non-climate impacts, risks and opportunities, as both factors are interrelated. The chapter "Biodiversity and ecosystems" of this report includes the risk analysis carried out following the TNFD recommendations. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 62
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In terms of ecosystem dependency, water availability and regulation become particularly relevant in a context of increasing scarcity due to climate change. This particularly affects infrastructures such as hydroelectric and thermal power plants that require water to generate electricity. However, Naturgy's strategy prioritises renewable technologies that do not depend on water or alternatives for the use of reused water or seawater, significantly mitigating these risks. In turn, these impacts and dependencies on nature may generate risks associated with the impact on endangered species and the tightening of biodiversity protection regulations, which could result in delays in the authorisation of projects, higher operational and development costs, reduced revenues or even reputational risks. Consequently, Naturgy integrates the environmental variable in all its activities. On the one hand, from the design and construction stage of the facilities, prior environmental impact assessments are carried out, which must be approved by the competent authorities, paying special attention to the availability of water in the regions where they are located, and the potential damage they could cause to this resource and to the environment in general. On the other hand, the company has developed an environmental management system, which is externally audited and certified under the ISO 14001 standard, which is articulated around environmental indicators and objectives to monitor the different processes and promote their continuous improvement. In this way, Naturgy aims to reduce its dependence on natural resources and opt for lower impact alternatives, while maintaining the level of service to its customers. Resilience in the social field Naturgy, as a company with an international presence, recognises the importance of integrating all stakeholders in its, present and future, project as the driving force to achieve its objectives and is committed to the human rights of all people with whom it relates, whether employees or third parties, in accordance with the principles expressed in the Universal Declaration of Human Rights of the United Nations and in the Declaration of the International Labour Organisation (ILO) and other international frameworks of reference. Thus, Naturgy's resilience in relation to society has been assessed with respect to three aspects: – Human capital. – Naturgy and its relationship with the affected groups. – A customer-focused business. On the one hand, the company has analysed its dependence on human capital, and how its management can induce or, on the contrary, avoid significant damage to its own staff and workers in the value chain. With regard to its own workforce, the issues considered most relevant are the management of working conditions and equal treatment and opportunities. With regard to working conditions, Naturgy assesses the risks associated with the work carried out in its own facilities, within the framework of its Occupational Health and Safety Management System (OHSMS), which is externally audited and certified by the ISO 45001 standard. This system includes, in particular, the necessary action plans to address the most critical risks, as is the case of the current Health and Safety Plan 2024-2025. With regard to equal treatment and opportunities, Naturgy rejects any kind of discrimination on the grounds of ideology, religion, belief, ethnicity, race, nation, gender, sexual orientation, family situation, illness or disability and has policies and management measures aimed at ensuring the materialisation of this commitment; it also extends this same commitment to all workers in the value chain through the Supplier Code of Ethics. On the other hand, Naturgy faces the challenge of transmitting its corporate culture to all its employees, particularly in terms of sustainability, as well as fostering their professional development. This is why the group has a training programme, which is implemented through the Corporate University, and whose management system is certified in accordance with the ISO 9001:2015 standard. In parallel, it is worth highlighting other talent development programmes such as "Flex&Lead" or "Transforma", through which Naturgy incorporates young profiles with and without work experience, especially women. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 63
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While human capital is a fundamental asset for Naturgy, the resilience analysis also focuses on how the company's activity could have an impact on the community, that is, those groups living in the vicinity of its operations. Naturgy has analysed, in particular, whether the construction or operation of its assets may impact local communities or indigenous peoples. The possible impact on local communities is closely related to the management of biodiversity and ecosystems. Thus, for the installation of the company's various generation and distribution assets, it is necessary to acquire land. In addition, the very operation of the facilities may have a negative impact due to various nuisances arising from this activity. To avoid significant damage and guarantee respect for local and indigenous rights, Naturgy has developed a Social Relationship Model (SRM), based on the recognition and protection of local values and knowledge, and which establishes the tools for dialogue with the groups to ascertain their perspectives, as well as other initiatives to generate value such as the promotion of local employment or training. Finally, in the social sphere, Naturgy has analysed the resilience of its strategy and business model with respect to its customers, as one of its main stakeholders. In this sense, offering affordable and environmentally friendly energy products and services and personalised attention to the needs of consumers, ensuring supply at all times, are the priorities of the commercialisation activity. In the context of a climate transition towards a low-carbon economy, an imbalance in any of these priorities could imply a loss of confidence on the part of users and, consequently, a significant reduction in the company's revenues. That is why Naturgy, in addition to developing specific initiatives to achieve its energy transition objectives, as previously mentioned, has a quality management system certified to ISO 9001 standard, relating to the marketing of services and the management of gas and electricity distribution networks. On the other hand, customers' trust in the company may also be affected by other adversities, such as the improper processing of personal data, due to security breaches or individual negligence. To prevent and mitigate this, Naturgy has established a Global Personal Data Protection Policy, which includes the basic principles of action to ensure the correct treatment of personal data from the time it is collected until it is deleted. Resilience in the governance field In relation to the material impacts and risks arising from matters related to business conduct, Naturgy has determined that the most critical issues for its strategy and business model in this regard are supplier management, possible cases of corruption, bribery and/or fraud of its own employees, cybersecurity and taxation In the first two cases, Naturgy's position is robust, with different prevention, adaptation and correction measures. Thus, within the framework of the compliance management model, the company assesses the degree of compliance with its internal regulations on corporate governance, highlighting the Code of Ethics and its associated policies, in particular: – Compliance Policy. – Counterparty Due Diligence Procedure. – Anti-corruption policy. These internal rules are supervised periodically, and their application is supported by mechanisms such as the Criminal Prevention Model, whistleblowing channels, the Counterparty Due Diligence Procedure, and outreach and training actions, among others. In any case, the supervisory bodies act swiftly and effectively to implement the corrective or sanctioning actions they deem appropriate. In parallel, supplier management is also exercised specifically through Naturgy's purchasing model. Firstly, the company establishes the internal regulations governing its relationship with suppliers, which must be complied with by them. Subsequently, it evaluates the different suppliers according to different risk factors, additionally requiring the approval of those candidates who must carry out activities classified as critical. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 64
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Once selected and contracted, suppliers are subject to different monitoring and follow-up mechanisms, including the ESG audit process, as a result of which possible breaches of internal regulations or of the environmental specifications required by Naturgy are detected, and the relevant corrective measures are established to remedy the damage caused, which may lead to the termination of commercial relations if the measures imposed are not implemented. More information on Naturgy's relationship with its suppliers can be found in section "Management of the relationship with suppliers" in “Business conduct” chapter of this Report. In relation to cybersecurity, the rapid progress in the development and implementation of new technologies at all levels of society implies an inherent increase in the number of vulnerabilities that companies must identify and remedy. Naturgy's ability to prevent and correct this problem is reflected in the Cybersecurity Plan, which makes use of cutting-edge measures to reduce the risk to which corporate information is exposed, both for internal use and for processing by third parties. Further details can be found in the section on "Cybersecurity" in “Specific information” chapter of this Report. In terms of taxation, Naturgy has a robust and transparent tax management framework fully aligned with the principles of responsibility, regulatory compliance, and cooperation with tax authorities. The company structures its tax governance through a Global Tax Policy and a Tax Control Framework that define responsibilities, risk assessment and control processes, and mechanisms for periodic oversight by the Board of Directors. This approach allows the company to anticipate and effectively manage the risks associated with regulatory changes, while ensuring the adoption of tax treatments consistent with economic criteria and a low-risk profile. Together, these measures strengthen the company's ability to navigate a dynamic tax environment and integrate tax as a key element within its sustainable and responsible business model. Conclusions of the analysis In accordance with the above, Naturgy considers that it is well positioned to address impacts and risks thanks to its focus on diversification of the energy portfolio, optimisation of operations, the management systems it has in place, regulatory compliance and risk management. The company remains committed to sustainability, continuity and quality of supply at affordable prices, being part of a future where renewable energies are gradually gaining ground, without neglecting the importance of fossil fuels as transitional energy, and always from the perspective of working with a focus on people and their well-being and with a way of doing business based on ethical principles and integrity. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 65
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4. Impact, risk and opportunity management Description of the processes to identify and assess material impacts, risks and opportunities (IRO-1) Double materiality assessment: methodology and sources of information IRO-1_04 To determine which environmental, social and governance (ESG) matters are related to the company's activity, strategy and business model, and therefore subject to reporting, Naturgy has carried out, in 2024, a double materiality assessment that has taken into account the operations carried out by its business partners along the value chain, thus obtaining a holistic view of Naturgy's relationship with the natural environment and society as a whole, as well as an assessment of the degree of implementation of its corporate culture. IRO-1_01 In particular, the determination of material impacts, risks and opportunities is based on the provisions of the European Sustainability Reporting Standards (ESRS), ESRS 1, Application Requirement 16, which provides a list of ESG topics, subtopics and sub-subtopics to be considered by the company, excluding those that are not applicable to Naturgy. The process of determining material impacts, risks and opportunities integrates two complementary perspectives: – Inside-out view (hereafter impact materiality): analyses how the company's activity impacts on the environment and society and how this impact is perceived by the different stakeholders. – Outside-in view (hereafter financial materiality): analyses how sustainability issues affect the company's performance, how they can affect value creation and how these issues are perceived by financial stakeholders. IRO-1_14 During the analysis, the following sources of information have been taken into account: the sustainability and financial reports of different energy companies operating in the main countries where Naturgy operates; various regulatory initiatives, both mandatory and voluntary, applicable to the gas and electricity utilities and electricity generation sectors, as well as a representative number of news articles. All of this in the main geographies where the company operates. In addition, the company has also used the international sustainability standards Global Reporting Initiative (GRI Standards) and the Sustainability Accounting Standards Board (SASB) as a reference. IRO-1_05 To determine the materiality of the various impacts, risks, and opportunities, the perspectives of the company's stakeholders were integrated. To this end, the company established a cross-functional working group of experts from Naturgy's main business and corporate areas. The working group members assumed the role of representatives of the key stakeholder groups, contributing their experience, knowledge, and information gathered from surveys, interviews, and other sources resulting from their interaction with these groups. In this way, the perspectives of the company's relevant stakeholders were integrated with respect to the impacts, risks, and opportunities identified in the dual materiality assessment. IRO-1_15 The methodology for conducting the dual materiality analysis remains unchanged from the previous year. However, in 2025, the dual materiality process was updated to identify new material impacts, risks, and opportunities, as well as to improve the definition and assessment of existing ones to ensure greater clarity and accuracy. This update included an analysis of material issues at other energy companies with activities similar to Naturgy's, providing an external benchmark. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 66
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Impact Materiality and Financial Materiality IRO-1_02; IRO-1_07 IRO-1_06 Firstly, it was analysed the materiality from an impact perspective, each impact has been classified according to whether it is positive or negative and whether it is actual or potential. From here, materiality is assessed through the combination of the severity obtained for each impact and its probability, in the case of potential impacts, as explained below. First, severity depends primarily on two factors: “scale” and “scope.” Additionally, in the case of negative impacts, a third factor, “irremediable nature,” is analysed: – Scale: analyses the severity or benefit of the negative or positive impact analysed, respectively. – Scope: studies the extent of the impact, both in terms of location and people affected. – Irremediable character: analyse the difficulty associated with repairing the damage caused to society and the environment. These two or three factors can take, as possible values, whole numbers between one and five, both inclusive. Regardless of whether the impact is positive or negative, if it is potential, the probability of its occurrence in the short, medium, or long term is analysed, assigning a real value between 0 (highly unlikely) and 1 (very likely). In any case, for potential negative impacts that affect human rights, severity will prevail over probability when determining whether the impact is material. It is important to note that the assessment of these factors has been carried out based on the residual impact, that is, the impact that remains after the application of existing controls, policies, preventive actions, detection systems, or other control mechanisms. Thus, based on this residual impact, the combination of severity and probability (if applicable) has allowed Naturgy to assign a materiality value to each impact, considering that these will be material when this value is greater than 2, that is, the impact materiality threshold. IRO-1_08 In the next phase of the analysis, Naturgy identified and assessed the risks and opportunities for each theme, taking into account the existing connections between the previously identified material impacts and the company's dependencies on natural, human, financial, and other resources. With this integrated perspective, the company determined which types of assets and business activities are associated with these material impacts and dependencies and, conversely, analyzed the potential risks and opportunities that could arise from them. This approach enabled an understanding of how the identified impacts and dependencies can create or amplify risks, as well as generate relevant opportunities for the organization. IRO-1_09 During the analysis of materiality from a financial perspective, all risks and opportunities analysed have been considered as potential, and therefore the assessment has been made taking into account the scale, which measures the potential magnitude of the financial effects associated with them, and the probability of occurrence over different time horizons. Both factors are measured according to values analogous to impact materiality. On the basis of the scale and probability factors, Naturgy has assigned a materiality value to each risk and opportunity, considering these to be material when the figure is greater than 1, in other words, the financial materiality threshold. IRO-1_10 On the other hand, Naturgy counts on a risk management model that analyses the global risk profile of the company and integrates ESG risks among its typologies. However, within the framework of the dual materiality analysis from a financial perspective, the company has identified potential risks associated with sustainability issues with a greater degree of detail and granularity than that used in the corporate risk map, following the methodology established by the ESRS. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 67
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IRO-1_03 Additionally, during the dual materiality analysis, the company analysed whether each impact, risk, and opportunity is more likely to occur in a specific phase or both phases of the value chain, upstream or downstream, and/or in its own operations. Furthermore, it analysed whether they affect specific geographies or all of them, and whether they affect the two main sectors in which the company operates, gas and electricity, or just one of them. As a result of this analysis, the final list of the company's material impacts, risks, and opportunities, presented in the previous section, has been established. Materiality and its relation to the governing bodies IRO-1_11 The Sustainability Commission is the body in charge of supervising the double materiality assessment and validate its results. This activity is complemented by the work of the Audit and Control Committee, which is responsible for reviewing the company's sustainability risks, as well as the systems for controlling them. IRO-1_12; IRO-1_13 Furthermore, the results of the double materiality assessment are integrated with the group's risk assessment. In the medium and long term, the issues identified as material could come to represent a management risk for Naturgy. The methodology and process followed in performing the double materiality assessment is reviewed by the auditor in charge of the verification of the report who assesses the alignment of the process followed with the ESRS and the recommendations of the European Financial Reporting Advisory Group (EFRAG). Disclosure requirements in ESRS covered by the undertaking’s sustainability statement (IRO-2) IRO-2_13 Naturgy has adapted its Sustainability Report to the requirements derived from the ESRS based on the double materiality assessment carried out, taking into account the recommendations provided by EFRAG regarding the application of thresholds for each impact, risk and opportunity. As a result of this analysis, Naturgy has assessed the ESRS and respective disclosure requirements that are material. In this sense, it has been concluded that the ten thematic standards are applicable to the company together with ESRS 2, which is not subject to materiality, but is mandatory and transversal to all companies included in the scope of the CSRD directive. However, for the topic of "Resource use and circular economy", only material impacts, risks and opportunities have been identified in the upstream activities, but not in the scope of Naturgy's own operations. Given that the company avails itself of the transitional provision expressed in section 10.2 of ESRS 1, which allows the information corresponding to the value chain to be omitted during the first three years of application of the ESRS, for these standards Naturgy only discloses the information corresponding to the disclosure requirement relating to the processes for determining the material impacts, risks and opportunities for both topics. Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 68
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• List of the Disclosure Requirements complied with in preparing the reporting [IRO-2_02] ESRS Disclosure Requirements Pages GENERAL DISCLOSURES ESRS 2 - General Disclosures BP-1 General basis for preparation of sustainability statements 6-7 BP-2 Disclosures in relation to specific circumstances 7-12 GOV-1 The role of the administrative, management and supervisory bodies 12-26 GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies 26-27 GOV-3 Integration of sustainability-related performance in incentive schemes 27-28 GOV-4 Statement on due diligence 28-31 GOV-5 Risk management and internal controls over sustainability reporting 31-34 SBM-1 Strategy, business model and value chain 34-50 SBM-2 Interests and views of stakeholders 50-52 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 52-66 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 66-68 IRO-2 Disclosure requirements in ESRS covered by the undertaking’s sustainability statement 68-80 Environment ESRS E1 - Climate Change E1.GOV-3 Integration of sustainability-related performance in incentive schemes 104-104 E1-1 Transition plan for climate change mitigation 104-111 E1.SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 111-125 E1.IRO-1 Description of the processes to identify and assess material climate-related impacts, risks and opportunities 125-130 E1-2 Policies related to climate change mitigation and adaptation 130-130 E1-3 Actions and resources in relation to climate change policies 130-139 E1-4 Targets related to climate change mitigation and adaptation 139-148 E1-5 Energy consumption and mix 148-150 E1-6 Gross Scopes 1, 2, 3 and Total GHG emissions 150-162 E1-7 GHG removals and GHG mitigation projects financed through carbon credits 162-164 E1-8 Internal carbon pricing 164-165 E1-9 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities Phase-in provision ESRS E2 - Pollution E2.IRO-1 Description of the processes to identify and assess material pollution-related impacts, risks and opportunities 171-173 E2-1 Policies related to pollution 173 E2-2 Actions and resources related to pollution 173-174 Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 69
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ESRS E3 - Water and marine resources E3.IRO-1 Description of the processes to identify and assess material water and marine resources-related impacts, risks and opportunities 174-175 E3-1 Policies related to water and marine resources 175 E3-2 Actions and resources related to water and marine resources 175-176 E3-3 Targets related to water and marine resources 176-177 E3-4 Water consumption 177-179 E3-5 Anticipated financial effects from water and marine resources- related impacts, risks and opportunities Phase-in provision ESRS E4 - Biodiversity and ecosystems E4-1 Transition plan and consideration of biodiversity and ecosystems in strategy 180-182 E4.SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 182-189 E4.IRO-1 Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks and opportunities 189-191 E4-2 Policies related to biodiversity and ecosystems 191-193 E4-3 Actions and resources related to biodiversity and ecosystems 193-197 E4-4 Targets related to biodiversity and ecosystems 197-199 E4-5 Impact metrics related to biodiversity and ecosystems change 199-203 E4-6 Anticipated financial effects from biodiversity and ecosystem- related risks and opportunities Phase-in provision ESRS E5 - Resource use and circular economy E5.IRO-1 Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities 204-205 E5-1 Policies related to resource use and circular economy 205 E5-2 Actions and resources related to resource use and circular economy 205-206 Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 70
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ESRS Disclosure Requirements Pages SOCIAL ESRS S1 - Own workforce S1.SBM-2 Interests and views of stakeholders 207 S1.SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 207-210 S1-1 Policies related to own workforce 210-212 S1-2 Processes for engaging with own workers and workers’ representatives about impacts 212-214 S1-3 Processes to remediate negative impacts and channels for own workforce to raise concerns 214-218 S1-4 Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions 218-239 S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities 239-241 S1-6 Characteristics of the undertaking’s employees 241-243 S1-7 Characteristics of non-employee workers in the undertaking’s own workforce 243 S1-8 Collective bargaining coverage and social dialogue 243-244 S1-9 Diversity metrics 244-245 S1-10 Adequate wages 245 S1-11 Social protection 245-246 S1-12 Persons with disabilities 246 S1-13 Training and skills development metrics 246-247 S1-14 Health and safety metrics 247-248 S1-15 Work-life balance metrics 248-250 S1-16 Compensation metrics (pay gap and total compensation) 250-251 S1-17 Incidents, complaints and severe human rights impacts 251-253 ESRS S2 - Workers in the value chain S2.SBM-2 Interests and views of stakeholders 253 S2.SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 253-256 S2-1 Policies related to value chain workers 256-258 S2-2 Processes for engaging with value chain workers about impacts 258-259 S2-3 Processes to remediate negative impacts and channels for value chain workers to raise concerns 259-260 S2-4 Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those action 260-267 S2-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities 267-270 Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 71
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ESRS S3 - Affected communities S3.SBM-2 Interests and views of stakeholders 270 S3.SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 270-273 S3-1 Policies related to affected communities 273-274 S3-2 Processes for engaging with affected communities about impacts 274-278 S3-3 Processes to remediate negative impacts and channels for affected communities to raise concerns 278-280 S3-4 Taking action on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions 280-286 S3-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities 286-288 ESRS S4 - Consumers and end-users S4.SBM-2 Interests and views of stakeholders 288 S4.SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 288-291 S4-1 Policies related to consumers and end-users 292-294 S4-2 Processes for engaging with consumers and end-users about impacts 294-297 S4-3 Processes to remediate negative impacts and channels for consumers and end-users to raise concerns 297-301 S4-4 Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions 301-309 S4-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities 309-311 GOVERNANCE ESRS G1 - Business conduct G1.GOV-1 The role of the administrative, supervisory and management bodies 312-313 G1.IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 313-315 G1-1 Corporate culture and business conduct policies and corporate culture 315-323 G1-2 Management of relationships with suppliers 323-329 G1-3 Prevention and detection of corruption and bribery 329-330 G1-4 Confirmed incidents of corruption or bribery 330-331 G1-5 Political influence and lobbying activities 331-332 G1-6 Payment practices 332-333 ENTITIY-SPECIFIC INFORMATION Entity-specific information Not applicable Cybersecurity 334-338 Taxation 338-345 Innovation 345-353 Consolidated Non-Financial Information Statement and Sustainability Reporting 2025 72