The Board of IBERDROLA meeting today in Bilbao unanimously approved a proposal to schedule the forthcoming Annual Shareholders Meeting for Friday 27 May on first call and for Saturday 28th on second call. The Company expects to achieve the quorum required by law and Company bylaws on first call and to therefore hold the Meeting on May 27.
It also agreed payment of an attendance bonus of a gross €0.005 per share (€5 per 1,000 shares) present or represented at the Meeting, and distribution of the 2010 dividend. The Board said on February 22 that it would propose a payment of at least the €0.326 per share received in 2010.
This consisted of a cash dividend of a gross €0.03 per share, and also a continuation of the scrip dividend similar to those distributed by IBERDROLA in June and December 2010, as a result of which shareholders would receive a minimum equivalent of an additional €0.15 per share.
The combined amount (a minimum €0.18 per share) would be added to the €0.146 corresponding to the purchase price for the rights attaching to last December’s Iberdrola Flexible Dividend programme– equivalent to the interim 2010 dividend – for a minimum overall payment of €0.326.
In this respect, the agenda for the upcoming shareholders meeting includes approval of a capital increase with a reference market value of up to €1.909 billion to cover the assignment of new shares to shareholders.
This amount has been calculated taking into account a full subscription to the capital increase that the Board has agreed to propose to shareholders to partially meet the share Exchange for IBERDROLA RENOVABLES, in the event that the number of shares in IBERDROLA treasury stock is insufficient.
The amount will be ajusted in the event that there is a less than 100% subscription to the capital increase, or that the increase does not take place, due to IBERDROLA holding sufficient treasury stock to cover the share exchange with IBERDROLA RENOVABLES.
The Board will also propose a number of amendments to Company bylaws and Shareholder Meeting regulations in line with the most recent corporate legislative changes and updating the Company’s corporate governance.
The agenda also includes ratification of a “strategy bonus” for executive Board directors senior management and other executives tied to achievement of strategic objectives for the 2011-2013 period, to be paid in Company shares.
After considering the annual accounts and management report for 2010 for ratification, shareholders will also be asked to approve Board performance last year as well as guidelines and strategic goals for the current year.
Authorization will also be sought for the Board to increase capital by up to 50% of the level at the time of the authorization, for a period of five years, delegating it authority to exclude preferential subscription rights with a limit of a nominal maximum equivalent of 20% of capital.
Merger with renewable energy subsidiary
Shareolders will also be asked to approve the merger through absorption of IBERDROLA RENOVABLES proposed by the parent company under the terms of the Common Merger Project announced on March 22.
The agenda also includes a proposal to delegate in the Board the authority over five years to issue bonds or other fixed income paper of a similar nature (other than commercial paper), as well as preferred stock, up to a maximum of €20 billion, and CP up to a maximum of €6 billion. Authority will also be sought for the issue of bonds or convertible bonds up to €5 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.