Infraestructura Energética Nova, S.A.B. De C.V. Paseo De La Reforma 342, Piso 24 Col

The English version is a translation of the original in Spanish and is for informational purposes only. In case of a discrepancy, the Spanish original will prevail. Annual report pursuant to the Mexican Rules for Securities Issuers and for Other Securities Market Participants, for the year ended December 31, 2018. Infraestructura Energética Nova, S.A.B. de C.V. Paseo de la Reforma 342, Piso 24 Col. Juárez Ciudad de México 06600 www.ienova.com.mx As of December 31, 2018, Infraestructura Energética Nova, S.A.B. de C.V. (the “Company”) had 1,534,023,812 shares of a single series of stock outstanding, of which 5,000 were Class I registered shares of common stock, no par value, representing the fixed portion of the Company’s capital and 1,534,018,812 were Class II registered shares of common stock, no par value, representing the variable portion of the Company’s capital. The Company’s shares are registered with the Mexican Securities Registry (Registro Nacional de Valores) maintained by the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores), under registration No. 3420-1.00-2013-001, and are listed for trading on the Mexican Stock Exchange (Bolsa Mexicana de Valores) under the symbol “IENOVA.” The Company had a program for the issuance of up to Ps.12.8 billion in domestic senior notes (certificados bursátiles), or Notes, which was approved by the Mexican Banking and Securities Commission pursuant to official communication No. 153/6298/2013. This program expired on February 11, 2018. The Company has one series of Notes outstanding under this program as of December 31, 2018, which are listed for trading on the Mexican Stock Exchange under the symbols “IENOVA 13”. The series “IENOVA 13-2” was paid at maturity on February 8, 2018. Registration with the Mexican Securities Registry does not imply any certification as to the investment quality of the Company’s securities, solvency or the accuracy or completeness of the information contained in this report and such registration does not ratify or validate acts, if any, undertaken in contravention of applicable law. Terms and conditions of the Notes: “IENOVA 13” Amount of Issue: Ps.3.9 billion. Issue price: Ps.100.0 each. Issuance date: February 14, 2013. Maturity date: February 2, 2023. Term of Issue: Up to 3,640 days, or approximately 10 years divided into 20, 182-day periods. Interest; determination procedure: These Notes accrue interest at a fixed, annual gross rate of 6.30%, as determined based on the face value thereof. Interest payment dates: Ordinary interest on the notes are due and payable every 182 days in accordance with the payment schedule. Principal and interest payment place and method: The Company makes all payments of principal and interest under the Notes by electronic wire transfer through the facilities of S.D. Indeval, Institución para el Depósito de Valores, S.A. de C.V., or Indeval, located at Paseo de la Reforma No. 255, Tercer Piso, Colonia Cuauhtémoc, Delegación. Cuauhtémoc, 06500 Ciudad de México, upon surrender of the relevant certificate or evidence of its deposit with Indeval. Indeval distributes the proceeds from each such payment to the accounts designated to such effect by its participants, for their subsequent distribution to the note holders. Repayment of principal: The Company will repay the principal amount of the Notes in a single installment on the Maturity Date. Early full Repayment of Principal: The Company may prepay all (but not only a portion) of these Notes at any time beginning on the fifth anniversary of the Issue Date. Collateral: The Notes are secured by all of the Company’s assets as a whole, rather than by a specific item of collateral. S&P rating of the issuance: “mxAA”, which is a level under the highest issuer credit rating assigned by Standard & Poor's, S.A. de C.V. under its CaVal scale and is indicative of the issuer’s strong capacity to meet its financial commitments relative to other domestic issuers. The rating does not constitute an investment recommendation and is subject to revision at any time in accordance with the rating methodologies employed by Standard & Poor's, S.A. de C.V. Moody's rating: “Aa1.mx”, which is a strong rating relative to other Mexican issuers. The rating does not constitute an investment recommendation and is subject to revision at any time in accordance with the rating methodologies employed by Moody’s de México, S.A. de C.V. Joint Representative of the Note holders: Banco Invex, S.A. Institución de Banca Múltiple, Invex Grupo Financiero, Fiduciario. Depositary: Indeval. Taxation: Interest payments on the Notes are subject to Mexican income tax withholding at the rates specified in the following provisions: (i) in the case of individuals and entities who are Mexican residents for tax purposes, articles 18, 135 and other related provisions of the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta), as currently in effect; and (ii) in the case of individuals and entities who are non-Mexican residents for tax purposes, articles 153, 166 and other related provisions of the Mexican Income Tax Law, as currently in effect. Prospective buyers should consult with their own advisors as to the tax consequences of an investment in the Company’s Notes, including the specific rules applicable to them in light of their individual circumstances. Negative Covenants: Until such time as the Notes have been repaid in full, the Company may not enter into any merger (or other consolidation) except where (i) the surviving entity expressly assumes the Company’s obligations under the Notes and (ii) such merger or consolidation does not give rise to an acceleration event under the Notes. The terms of the Notes do not contain any negative covenant with respect to changes in the Company’s control, or to the sale of the Company’s indispensable assets or the creation of liens thereon. TABLE OF CONTENTS PRESENTATION OF INFORMATION 1 GLOSSARY OF TERMS AND DEFINITIONS 3 EXECUTIVE SUMMARY 11 RISK FACTORS 19 OTHER SECURITIES 49 MATERIAL CHANGES IN THE TERMS OF THE COMPANY’S REGISTERED SECURITIES 49 USE OF PROCEEDS 49 PUBLIC DOCUMENTS 51 THE ISSUER 52 a) The Company’s History and Evolution 52 b) Business description 54 i) Main activity 54 ii) Distribution Channels 60 iii) Patents, licenses, trade - marks and other contracts 60 iv) Main customers 61 v) Legal Framework and Taxation 62 vi) Human Resources 84 vii) Environmental Performance 84 viii) Market Information 85 ix) Corporate Structure 111 x) Description of The Company’s principal Assets 114 xi) Legal, Administrative and Arbitration Proceedings 154 xii) Shareholders’ equity 156 xiii) Dividends 158 xiv) Foreign Exchange Restrictions and Other Limitations Affecting the Holders of the Company’s Securities 158 SELECTED CONSOLIDATED FINANCIAL INFORMATION 159 a) Selected Financial Information 159 b) Financial Information by Business Segment 163 c) Material Financing Arrangements 167 d) Management’s Discussion and Analysis of Financial Condition and Results of Operation 173 i) Results of Operations 178 ii) Financial Condition, Liquidity and Capital Resources 184 iii) Internal Controls 196 e) Critical Accounting Estimates, Provisions and Reserves 196 MANAGEMENT 200 a) Independent Auditors 200 b) Related Party Transactions and Conflicts of Interest 201 c) Management and shareholders 209 d) The Company’s Bylaws and Other Agreements 220 e) Other Corporate Governance Practices 227 TRADING MARKET 230 a) Share Ownership Structure 230 b) Performance of The Company’s Shares on the Mexican Stock Exchange 230 c) Market Maker 232 UNDERLYING ASSETS 232 MANAGEMENT CERTIFICATION 233 EXHIBIT 234 2 PRESENTATION OF INFORMATION Financial Statements The Company’s consolidated financial statements and other financial information presented herein were prepared in U.S. Dollars. The Company’s functional currency is the U.S. Dollar, other than with respect to the natural gas distribution business, for which the functional currency is the Mexican peso, and the reporting currency is the U.S. Dollar. For the purposes of presenting the Company’s consolidated financial statements, the assets and liabilities of its subsidiaries with Mexican peso functional currency are translated into U.S. Dollars using the exchange rate as of the end of each reporting period, as reported by the Mexican Central Bank, or Banco de México, in the Mexican Official Gazette (Diario Oficial de la Federación). Income and expense items are translated at the period average exchange rate. If period exchange rate fluctuations are significant, translation considers the exchange rate corresponding to the date of each transaction. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity. The Company prepares its audited financial statements in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. This report includes the Company’s audited consolidated financial statements as of and for the years ended December 31, 2018, 2017 and 2016. The Company’s audited consolidated financial statements have been audited by Galaz, Yamazaki, Ruiz Urquiza, S.C., member of Deloitte Touche Tohmatsu Limited, as stated in its report included elsewhere herein. Market Estimates Certain industry, demographic, market and competitive data, including market forecasts, used throughout this report, were obtained from internal surveys, market research, publicly available information and industry publications. The Company has made these statements, on the basis of information from third party sources that believes are reliable as well as commonly used statistics in Mexico, including among others: • the World Bank; • the International Monetary Fund; • the International Energy Agency; • the Mexican Official Gazette; • Banco de México; • the Mexican Ministry of Energy (Secretaría de Energía); and • the Mexican Energy Regulatory Commission (Comisión Reguladora de Energía).

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