The Board of Directors of IBERDROLA meeting today in Bilbao voted to convene the Annual Shareholders Meeting for March 26 on first call or March 27 on second call. During the meeting it also took note of the resignations of Directors José Orbegozo Arroyo y Lucas María de Oriol López-Montenegro.
Among items on the agenda for the AGM are the proposed appointments of María Helena Antolín and Santiago Martínez-Lage as independent external directors and the re-election of 7 directors whose five-year mandates end this year.
They are Víctor de Urrutia Vallejo (independent external director), Ricardo Álvarez Isasi (independent external director), José Ignacio Berroeta Echevarría (independent external director), Juan Luis Arregui Ciarsolo (independent external director), José Ignacio Sánchez Galán (executive director), Julio de Miguel Aynat (independent external director) y Sebastián Battaner Arias (independent external director).
The agenda will also include the proposed remuneration to shareholders. The Company’s intention is to maintain this in line with last year’s level. On December 30 last year, an interim 2009 dividend of €0.143/share was paid, to which can be added the bonus for AGM attendance of a gross €0.005 per share.
IBERDROLA will also submit to the AGM the new mechanism for shareholder remuneration announced last December, and which will be put into effect on the next date for paying final dividend (normally in July) and for the next interim dividend (normally in January).
This mechanism gives IBERDROLA shareholders the option of receiving scrip dividends (dividend payment in shares) or a cash amount equivalent to the final dividend payment for 2009 and the interim dividend for 2010.
To put this into effect, among the agenda ítems is approval of a bonus share capital increase, charged to reserves. The increase may take place in two operations. The first will correspond to the final dividend payment for 2009, amounting to a maximum €1,048 million and the second would apply to the interim 2010 dividend for a maximum €818 million. This would aggregate €1,866 million in the event of 100% of shareholders applying.
In this way, in each of the two possible capital increases, shareholders will receive a free subscription right for each share they hold, and which can be traded on the Bilbao, Madrid, Barcelona, and Valencia stock exchanges.
The capital increases, in the event they are approved by the AGM, will be effected free of costs and commissions for those who subscribe to new shares. IBERDROLA will assume the costs of issue, subscription, distribution, listing and others related to the capital increase. Notwithstanding, shareholders should take into account that the financial entities that hold their shares may independently establish costs and commissions
For shareholders opting for cash, there will be two options. Firstly, they can receive the amount as a result of the sale of the free subscription rights to IBERDROLA, which will commit to buying them at a guaranteed fixed price. For the first capital increase, the guaranteed fixed price will be at least €0.184 per share, equivalent to the final dividend paid in 2008. Secondly, they can sell them in the market, in which case the proceeds will vary in line with the market price.
Among other agenda ítems is a modification of articles 11 and 62 of the bylaws to adapt them to current norms and improve the text. The AGM will also be asked to delegate authority to the Board, for a period of 5 years, to issue bonds or financial obligations and other fixed income instruments (other than commercial paper), such as preferred shares, with a maximum of €20 billion, and commercial paper to a maximum at any given time, independent of the previous item, of €6 billion.
This communication does not constitute an offer of purchase, sale or exchange or a request for an offer of purchase, sale or exchange of values. The shares of Iberdrola S.A. cannot be offered or sold in the United States, except if this is carried out through a declaration of effective notification of what is laid out in the Securities Act or under the protection of a valid exemption of the need for notification.