Naturgy launches Gemini project, which will create two major listed groups, to boost its transformation and leadership in the energy transition

  • The Board, at the proposal of the Management Committee, unanimously approved the Gemini Project to boost Naturgy’s role in the energy transition and thus accelerate its Strategic Plan.
  • Gemini will consist of the creation of two large energy groups, listed and with clearly differentiated business profiles. Both groups will have the same shareholding structure as today, with each of them ranking among the top twenty IBEX companies in terms of capitalisation.
  • One company will bring together all the liberalised businesses with a focus on energy transition, and will include conventional generation, the development of renewable energies, the commercialisation of energy and associated services, the management of energy markets, and the development of new businesses, with a special focus on improving customer service.
  • The other company will bring together all the businesses dedicated to the management of regulated energy distribution and transmission infrastructures, a fundamental pillar to ensure the correct development of the energy transition.
  • The Board of Directors also approved today the date of the Ordinary General Shareholders’ Meeting on 15 March, as well as the adaptation of its composition to the new shareholder structure.

The Board of Directors of Naturgy, at the proposal of the Management Committee, unanimously decided last week to give the green light to launch the Gemini project, which consists of a profound reorganisation of the company and represents a new step in its transformation process. The project aims at responding to the important changes that are taking place in the energy sector and that will mark its future.

Gemini entails the split of Naturgy’s current businesses into two large listed groups that will maintain the current shareholder composition and will be among the top twenty companies on the Ibex by market capitalisation. The two clearly differentiated business profiles will allow, among other things, to simplify and focus the management of each of these groups to accelerate the Strategic Plan, boosting growth and their contribution to the energy transition, adapting them to the reality of the sector.

Naturgy’s chairman, Francisco Reynés, stated: “With this project, Naturgy is making decisive progress in its transformation and comes ahead of the disruptive changes the sector is experiencing. Gemini will drive growth beyond the Strategic Plan, setting a new path for a pragmatic approach to the energy transition.”

Two energy national champions

One of the two groups will manage in an integrated manner the liberalised businesses comprising: the development of renewable energies, the portfolio of energy customers and associated services, the conventional generation business that ensures energy supply, and the management of wholesale energy markets. With targets for 2025 of more than 25 GW of installed electricity generation capacity (14 GW in renewable generation and 11 GW in conventional generation), 11 million customers, and a diversified portfolio of 209 TWh of gas supplies, this company will be a sector benchmark and will play a key role in shaping the industry.

The other group will bring together all businesses dedicated to the management of regulated energy distribution and transmission infrastructures. With a unique asset base of more than 155,000km of electricity networks and 135,000 km of gas networks and 16 million connection points, present in 6 countries, this company is set to play a key role in ensuring the development of the energy transition.

The Board of Directors has particularly valued the alignment of the Gemini project with the Strategic Plan and the new opportunities that will surge for each of the two groups, especially the greater capacity for growth. The current moment for launching this project was also considered particularly suitable, considering the depth and scope of the changes in the sector, as well as the consolidation of the transformation process carried out to date by Naturgy, which allows this new and important step to be taken.

On the other hand, this afternoon, Reynés met by videoconference with all the employees of the group and expressed his confidence in the Project: “I am convinced that Gemini is a great opportunity.  These are two solid, long-term industrial projects, which will allow increasing engagement and visibility with all stakeholders“.

As for the calendar, the company expects to complete the analysis in a few months and thus be able to execute Gemini during the 2022 financial year, after submitting it for final approval by the General Shareholders’ Meeting.

Changes in the Board of directors

The Board of Directors has today approved the call of the Ordinary General Meeting of Shareholders, as well as the adaptation of the composition of its governing bodies.

The Ordinary General Meeting will be held on March 15th at the company’s headquarters. The agenda will include the approval of the accounts for the financial year 2021 and the management of the Board of Directors, the ratification of the co-opted directors and the final dividend for the financial year 2021.

The Board of Directors also decided to adapt its governing bodies to the new shareholder structure, respecting the legitimate right to proportional representation. Thus, following the resignation of two independent directors, the total number of directors remains at 12 members with the following distribution: Criteria, first shareholder of Naturgy with a 27%, which increases from two to three Board members, appoints D. Ramón Adell as a co-opted new proprietary director. Mr. Jaime Siles Fernández-Palacios is also appointed as new director representing IFM Global InfraCo, with 12%. CVC and GIP, with a 21% each one, will maintain 2 Board members each.

The reorganisation of the Board’s Committees was also agreed upon, as well as the appointment of Mrs. Helena Herrero as lead independent director. In addition to this, all committees will continue to be chaired by independent directors, and their size will be reduced in order to streamline their functioning.

The composition of the committees will now be as follows:

Audit and control Committee

Chairman:            Claudi Santiago Ponsa
Members:            Pedro Sáinz de Baranda Riva, Helena Herrero Starkie, Ramón Adell Ramón
Theatre Directorship Services Beta Sarl (represented by Jose Antonio Torre de Silva López de Letona)

Remuneration, appointment and corporate governance Committee

Chairman:            Pedro Sáinz de Baranda
Members:            Claudi Santiago Ponsa, Enrique Alcántara García-Irazoqui, Rajaram Rao
Rioja Sarl (represented by Javier de Jaime Guijarro)

Sustainability Committee

Chairman:            Helena Herrero Starkie
Members:            Lucy Chadwick, Isabel Estapé Tous, Jaime Siles Fernández Palacios