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Ticker Iberdrola

IBEX 35 | IBERDROLA
DATE:  05/05/2015 TIME |  17:38h 5,855€ /-2,50%
APP
IBERDROLA IR

Agenda of the 2012 General shareholders' Meeting

ITEMS RELATING TO THE ANNUAL FINANCIAL STATEMENTS, THE MANAGEMENT OF THE COMPANY, AND THE RE-ELECTION OF THE COMPANY’S AUDITOR:

One.- Approval of the individual [PDF] annual financial statements of the Company and of the annual financial statements consolidated [PDF] with those of its subsidiaries for the fiscal year ended on 31 December 2011. [See Proposal [PDF]]

Two.- Approval of the individual [PDF] management report of the Company and of the consolidated [PDF] management report of the Company and its subsidiaries for the fiscal year ended on 31 December 2011. [See Proposal [PDF]]

Three.- Approval of the management and activities of the Board of Directors during the fiscal year ended on 31 December 2011. [See Proposal [PDF]]

Four.- Re-election of the auditor of the Company and of its consolidated group for fiscal year 2012. [See Proposal [PDF]]

ITEMS RELATING TO SHAREHOLDER COMPENSATION:

Five.- Approval of the proposal for the allocation of profits/losses and of the distribution of dividends for the fiscal year ended on 31 December 2011. [See Proposal [PDF]]

Six.- Approval of an increase in share capital by means of a scrip issue at a maximum reference market value of two thousand eighteen million euros for the free-of-charge allocation of new shares to the shareholders of the Company. Offer to the shareholders of the acquisition of their free-of-charge allocation rights at a guaranteed price. Express provision for the possibility of an incomplete allocation. Application for admission of the shares issued to listing on the Bilbao, Madrid, Barcelona, and Valencia Stock Exchanges through the Automated Quotation System (Sistema de Interconexión Bursátil). Delegation of powers to the Board of Directors, with express powers of substitution, including, among others, the power to implement the capital increase by means of a scrip issue on one or, at most, two occasions (with the reference market value not exceeding one thousand twelve million euros on the first implementation or one thousand six million euros on the second implementation, if any) and the power to amend article 5 of the By-Laws in each implementation. [See Proposal [PDF]]

ITEMS RELATING TO THE COMPOSITION OF THE BOARD OF DIRECTORS AND EXPRESS AUTHORISATIONS AND DELEGATIONS REQUESTED:

Seven.- Ratification of the interim appointment of directors to fill vacancies and re-election and appointment of directors: [See Proposals [PDF]]

a)     To ratify the interim appointment of Mr José Luis San Pedro Guerenabarrena [PDF] as director, classified as executive director.

b)     To ratify the interim appointment of Mr Ángel Jesús Acebes Paniagua [PDF] as director, classified as other external director.

c)     To re-elect Mr Xabier de Irala Estévez [PDF] as director, classified as external proprietary director.

d)     To re-elect Mr Iñigo Víctor de Oriol Ibarra [PDF] as director, classified as external independent director.

e)     To re-elect Ms Inés Macho Stadler [PDF] as director, classified as external independent director.

f)      To re-elect Mr Braulio Medel Cámara [PDF] as director, classified as external independent director.

g)     To re-elect Ms Samantha Barber [PDF] as director, classified as external independent director.

h)     To appoint Mr Francisco Pons Alcoy [PDF] as director, classified as external proprietary director.

Eight.- Authorisation to the Board of Directors, with the express power of substitution, for a term of five years, to issue: (1) simple bonds or debentures and other fixed-income securities of a like nature (other than notes), as well as preferred stock, up to a maximum limit of twenty billion euros, and (2) notes up to a maximum limit at any time, independently of the previously-mentioned limit, of six billion euros. Authorisation for the Company to guarantee, within the limits set forth above, new issuances of securities by its subsidiaries. Revocation of the authorisation granted for such purpose by the shareholders at the General Shareholders’ Meeting of 27 May 2011 to the extent of the unused amount. [See Proposal [PDF]]

Nine.- Authorisation to the Board of Directors, with the express power of substitution, to apply for the listing on and delisting from Spanish or foreign, official or unofficial, organised or other secondary markets of the shares, debentures, bonds, notes, preferred stock, or any other securities issued or to be issued, and to adopt such resolutions as may be necessary to ensure the continued listing of the shares, debentures, or other securities of the Company that may then be outstanding, for which purpose the authorisation granted to such end by the shareholders at the General Shareholders’ Meeting of 27 May 2011 is hereby deprived of effect. [See Proposal [PDF]]

Ten.- Authorisation to the Board of Directors, with the express power of substitution, to create and fund associations, entities, and foundations, up to a maximum limit of twelve million euros per annum, pursuant to applicable legal provisions, such that the authorisation granted for such purpose by the shareholders at the General Shareholders’ Meeting of 27 May 2011 is hereby deprived of effect to the extent of the unused amount. [See Proposal [PDF]]

ITEMS RELATING TO AMENDMENTS OF THE BY-LAWS AND REGULATIONS:

Eleven.- Amendment of the By-Laws: [See Proposals [PDF]]

a)     Amendment of articles 19.1, 19.4, 20.1, 20.2, 20.4, and 23.3 of the By-Laws for adjustment thereof to the amendment of the Companies Act (Ley de Sociedades de Capital) by Act 25/2011.

b)     Amendment of articles 24.1, 24.2, and 25.2 of the By-Laws in order to include technical improvements.

Twelve.- Amendment of articles 8.1, 8.3, 8.4, 9.2, 12.10 (formerly 12.9), 13.3, 14.1, 14.2, 28.1, 32.1, and 35.2 of the Regulations for the General Shareholders’ Meeting and inclusion of two new articles: 12.9 and 13.5. [See Proposal [PDF]]

ITEMS RELATING TO GENERAL MATTERS:

Thirteen.- Approval of the corporate website (www.iberdrola.com). [See Proposal [PDF]]

Fourteen.- Delegation of powers to formalise and implement all resolutions adopted by the shareholders at the General Shareholders’ Meeting, for conversion thereof into a public instrument, and for the interpretation, correction, and supplementation thereof, further elaboration thereon, and registration thereof. [See Proposal [PDF]]

ITEM RELATING TO RESOLUTIONS SUBMITTED TO A CONSULTATIVE VOTE:

Fifteen.- Consultative vote regarding the Annual Director Compensation Report [PDF]. [See Proposal [PDF]]

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