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Ticker Iberdrola

IBEX 35 | IBERDROLA
DATE:  28/08/2015 TIME |  17:38h 6,061€ /+1,00%
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IBERDROLA IR
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Frequently Asked Questions

CALL TO MEETING, QUORUM, AND PRESIDING COMMITTEE

WHEN WILL THE NEXT GENERAL SHAREHOLDERS’ MEETING BE HELD? 

The General Shareholders’ Meeting is scheduled to be held on 22 June 2012, at 11:30, on first call or, if the required quorum is not present, the next day, 23 June 2012, at the same place and time, on second call. However, the General Shareholders’ Meeting will in all likelihood be held on first call.

WHERE WILL THE GENERAL SHAREHOLDERS’ MEETING BE HELD?

At Palacio Euskalduna, Avenida Abandoibarra número 4, Bilbao.

HOW IS THE CALL TO THE GENERAL SHAREHOLDERS’ MEETING ANNOUNCED?

Notice of the call to meeting was published on 10 May 2012 in the Official Bulletin (Boletín Oficial) of the Commercial Registry (Registro Mercantil), on the corporate website of Iberdrola, S.A. (“Iberdrola” or the “Company”) (www.iberdrola.com), on the website of the National Securities Market Commission (Comisión Nacional del Mercado de Valores) (“CNMV”) (www.cnmv.es), and in the Bilbao newspapers El Correo and Deia.

WHAT IS THE REQUIRED QUORUM FOR THE MEETING TO BE VALIDLY CONVENED AND FOR THE SHAREHOLDERS TO APPROVE THE ITEMS ON THE AGENDA?

Pursuant to applicable laws and regulations, there shall be a valid quorum for the General Shareholders’ Meeting on first call with the presence, in person or by proxy, of shareholders representing at least 25% of the share capital with the right to vote. The General Shareholders’ Meeting shall be validly convened on second call whatever the share capital in attendance.

However, in order for the shareholders at the General Shareholder’ Meeting to approve the issuance of debentures, the increase or reduction in share capital, the transformation, merger, spin-off, overall assignment of assets or liabilities, or the relocation of the registered office abroad, the exclusion or restriction of pre-emptive rights and, in general, any amendment of the By-Laws, shareholders representing at least 50% of the subscribed voting capital must be in attendance, in person or by proxy, at the Meeting on first call. Attendance of shareholders representing 25% of the subscribed voting capital shall be sufficient at the Meeting held on second call; however, if shareholders representing less than 50% of the subscribed voting capital are present at the Meeting on second call, the resolutions mentioned above may only be adopted upon the affirmative vote of shareholders representing two-thirds of the share capital present at the Meeting in person or by proxy.

Considering the agenda of the call to meeting as well as the provisions of the Law and the By-Laws, the General Shareholders’ Meeting will be validly convened on first call with the attendance of shareholders representing 50% of the subscribed capital with the right to vote.

WHAT TIME DOES ADMISSION BEGIN AT THE PREMISES WHERE THE GENERAL SHAREHOLDERS’ MEETING WILL BE HELD?

At 10:00 on the day set for the holding of the Meeting.

IS ACCESS TO THE PREMISES WHERE THE MEETING IS HELD ALLOWED ONCE THE MEETING HAS STARTED?

Shareholders and proxy representatives arriving after the time set for commencement of the Meeting in the call to meeting (i.e. after 11:30) may join the Meeting as invitees but may not exercise the rights of shareholders who are present in person or by proxy during the conduct of the General Shareholders’ Meeting.

WHO CHAIRS THE GENERAL SHAREHOLDERS’ MEETING? WHO SITS ON THE PRESIDING COMMITTEE?

The chairman of the General Shareholders’ Meeting shall be the chairman of the Board of Directors or, in his absence, the vice-chairman of the Board of Directors and, in the absence of both, the person appointed by the presiding committee.

The presiding committee shall be made up of the chairman of and the secretary for the General Shareholders’ Meeting and by the other members of the Board of Directors attending the Meeting.

RIGHT TO ATTEND THE MEETING

WHO HAS THE RIGHT TO ATTEND THE GENERAL SHAREHOLDERS’ MEETING?

All holders of voting shares may attend the General Shareholders’ Meeting with the right to be heard and to vote, provided their shares have been registered in their name in the respective book-entry registry not later than 17 or 18 June 2012, depending on whether the General Shareholders’ Meeting is held on first or second call, respectively. In the event that, as is likely, the General Shareholders’ Meeting is held on first call, the relevant date for such purpose would be 17 June 2012.

WHY MUST MY SHARES BE REGISTERED FIVE DAYS PRIOR TO THE HOLDING OF THE GENERAL SHAREHOLDERS’ MEETING?

Because it is the means through which the Company can verify your status as shareholder as of the date on which the General Shareholders’ Meeting is held.

WHAT MUST I BRING WITH ME TO ATTEND THE GENERAL SHAREHOLDERS’ MEETING IN PERSON?

In order to enter the General Shareholders' Meeting you must bring :

(a)        the attendance, proxy-granting, and distance voting card approved by the Board of Directors of the Company, or the card or form issued or used by financial intermediaries or by the managing entities for or depositaries of the shares;

(b)        a validation certificate issued by an intermediary or by the financial institution that is the depositary manager of the shares; or

(c)        any other equivalent means of providing evidence or any other document that the Company considers to be sufficiently valid for such purpose, provided there are no reasonable doubts regarding the identity of the shareholder and the number of shares held by such shareholder.

You must also bring your DNI (National Identity Document) or any other official identification document generally accepted for such purpose.

WHAT MUST I DO IF I DO NOT RECEIVE OR IF I LOSE THE ATTENDANCE CARD?

If you do not receive or if you lose your attendance card, you may contact the Office of the Shareholder (accionistas@iberdrola.com) or your depositary in order to have a new card issued or to receive information on alternative accreditation systems.

CAN I ASK THE OFFICE OF THE SHAREHOLDER FOR A NEW ATTENDANCE CARD FOR OTHER SHAREHOLDERS WHO HAVE NOT RECEIVED IT OR WHO HAVE LOST IT?

No.

WHAT MUST I DO IF I HAVE TO CHANGE ANY OF MY personal details ON THE ATTENDANCE CARD?

You must contact the Office of the Shareholder (accionistas@iberdrola.com) or your depositary.

RIGHT TO RECEIVE INFORMATION

WHAT DOCUMENTATION AM I ENTITLED TO RECEIVE IN CONNECTION WITH THE GENERAL SHAREHOLDERS’ MEETING?

As from the date of the call to the General Shareholders’ Meeting, the shareholders have the right to examine at the registered office of the Company, to request the immediate delivery to them without charge (which delivery may be carried out by e-mail with confirmation of receipt, if the shareholder accepts this form of delivery), and to obtain through the corporate website (www.iberdrola.com) a copy of the individual annual financial statements and management report of the Company and of the consolidated annual financial statements and management report of the Company and its subsidiaries, together with the respective audit reports, for fiscal year 2011, of the proposed amendments to the By-Laws and the mandatory directors’ reports, of the proposed resolutions, and of the other documents that must mandatorily be made available to the shareholders in connection with the holding of this General Shareholders’ Meeting. 

HOW MAY I BECOME APPRISED OF THE RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS IN CONNECTION WITH THE ITEMS ON THE AGENDA?

From the date of publication of the call to the General Shareholders’ Meeting, the full text of the proposed resolutions on the items included on the agenda of the call to meeting and of the amendments to the By-Laws and Regulations, the approval of which is proposed to the shareholders at the General Shareholders’ Meeting, together with the mandatory reports of the Board of Directors on the proposed resolutions that require them or that have otherwise been deemed appropriate are made continuously available to the shareholders on the corporate website (www.iberdrola.com).

In addition, the following documents and information are available to the shareholders on the Company’s corporate website: (1) the notice of call to meeting; (2) the individual annual financial statements of the Company and the consolidated financial statements of the Company and its subsidiaries for the fiscal year ended on 31 December 2011, together with the respective audit reports; (3) the Company’s individual management report and the consolidated management report of the Company and its subsidiaries for the fiscal year ended on 31 December 2011; (4) the directors’ statement of responsibility provided for in section 35 of the Securities Market Act (Ley del Mercado de Valores), which, together with the documents listed in the two preceding items, constitutes the annual financial report of the Company for fiscal year 2011; (5) the current restated texts of the By-Laws, the Regulations for the General Shareholders’ Meeting, the Regulations of the Board of Directors, and the regulations of the committees of the Board of Directors; (6) the current texts of the corporate Policies (in a full-text or summarised version) and of the other documents making up the Company’s Corporate Governance System; (7) the Annual Corporate Governance Report for fiscal year 2011; (8) the Annual Director Compensation Report; (9) the Annual Activities Report of the Audit and Risk Supervision Committee for fiscal year 2011; (10) the Sustainability Report for fiscal year 2011; (11) the form of attendance, proxy-granting, and distance voting card; (12) the professional and biographical profile of the directors whose ratification, re-election, or appointment is proposed to the shareholders at the General Shareholders’ Meeting; (13) the Shareholder’s Guide approved by the Board of Directors; and (14) information concerning the total number of shares and voting rights on the date of the General Shareholders’ Meeting is called.

IF I HAVE ANY QUESTIONS CONCERNING THE INFORMATION, WHO CAN I ASK?

You can contact Iberdrola’s Office of the Shareholder (address: Plaza Euskadi número 5, 48009 Bilbao and calle Tomás Redondo número 1, 28033 Madrid / telephone: (34) 900 100 019 (hours: Monday through Friday, from 9:00 to 19:00) / e-mail: accionistas@iberdrola.com).

CAN I ASK QUESTIONS PRIOR TO OR DURING THE GENERAL SHAREHOLDERS’ MEETING? WHOM AND CONCERNING WHAT MATTERS?

Until 15 June 2012, inclusive, you may request in writing the information or clarifications that you deem are required, or ask the written questions you deem relevant, regarding the matters included in the agenda of the call to meeting, the information accessible to the public which has been provided by the Company to the National Securities Market Commission since the holding of the last General Shareholders’ Meeting, i.e. since 27 May 2011, and regarding the auditors’ reports on the Company’s individual annual financial statements and management report and the consolidated annual financial statements and management report of the Company and its subsidiaries for fiscal year 2011.

You may also request information or clarifications concerning such matters once the shareholder participation period begins during the course of the General Shareholders’ Meeting.

In both cases, questions must be addressed to the Board of Directors of the Company, which, in light of the contents thereof, may direct the chairman of any of the committees of the Board of Directors, the secretary for the General Shareholders’ Meeting, a director or, if appropriate, any employee of the Company, the auditor, or any other person to reply to such questions.

WHEN AND HOW WILL MY QUESTIONS BE ANSWERED?

Any questions you ask up to and including 15 June 2012 will be answered in writing prior to or on the day that the General Shareholders’ Meeting is held.

Requests for information made during the course of the General Shareholders’ Meeting will be answered at that time. However, if they cannot be properly answered during the General Shareholders’ Meeting, you will receive a written reply within seven days of the Meeting.

RIGHT TO PROXY REPRESENTATION

CAN I BE REPRESENTED BY ANOTHER PERSON AT THE GENERAL SHAREHOLDERS’ MEETING? NEED SUCH PERSON ALSO BE AN IBERDROLA SHAREHOLDER?

Every shareholder having the right to attend may be represented at the General Shareholders’ Meeting by another person, who need not be a shareholder. 

HOW MAY I BE REPRESENTED AT THE GENERAL SHAREHOLDERS’ MEETING?

The Company makes the following alternatives available to shareholders wishing to grant a proxy:

(a)        Deliver the card in advance at the premises provided by the Company on the days to be announced in due course in the media and on the Company’s corporate website ( www.iberdrola.com).

(b)        Send the card by postal correspondence addressed to the Company at apartado de correos número 1.113, 48008 Bilbao.

(c)        Complete the form on the proxy-granting software application available on the corporate website (www.iberdrola.com), by electronic communication using your recognised electronic signature, based on the electronic certificate issued for this purpose by the Royal Spanish Mint (Fábrica Nacional de Moneda y Timbre) and in respect of which no revocation has been recorded.

(d)        Deliver the card at the office of your depositary acting as intermediary in order for such depositary to forward it to the Company.

(e)        Deliver the card to the proxy-holder for accreditation and registration at the registration desks available for such purpose, starting one hour and a half prior to the time set for commencement of the Meeting.

WHAT ARE THE DEADLINES FOR GRANTING A PROXY FROM A DISTANCE?

Proxies granted by means of postal correspondence or through electronic means must, as a general rule, be received by the Company before 24:00 on the day immediately prior to the date set for the holding of the General Shareholders’ Meeting. In the event that, as is likely, the General Shareholders’ Meeting is held on first call, proxies must be received before 24:00 on 21 June 2012.

Before the end of such period, you may, through the corporate website (www.iberdrola.com) and under your recognised electronic signature, change, view, or cancel a previously-granted proxy, following the instructions provided on such corporate website and provided it is technically feasible.

MAY THE PROXY GRANTED BE REVOKED?

Proxies are always revocable. Attendance by the shareholder granting the proxy at the General Shareholders’ Meeting, whether in person or by having cast a vote from a distance on a date subsequent to the date on which the proxy was granted, shall have the effect of revoking the proxy granted. Proxies may also be cancelled by express revocation carried out by the same means used to grant the proxy, and must be revoked before 24:00 on the day prior to the date set for the holding of the General Shareholders’ Meeting. In the event that, as is likely, the General Shareholders’ Meeting is held on first call, the revocation should be received before 24:00 on 21 June 2012.

RIGHT TO VOTE

HOW MANY VOTES IS EACH SHAREHOLDER (OR THE SHAREHOLDER’S PROXY) ATTENDING THE MEETING ENTITLED TO?

Each share entitled to vote whose holder is present at the General Shareholders’ Meeting in person or by proxy shall carry the right to one vote, without prejudice to the reasons for restriction on or exclusion of voting because of a conflict of interest or for other reasons, if any, provided by law or the Corporate Governance System.

WHERE AND HOW MUST I VOTE?

Proposed resolutions will be voted at the end of the General Shareholders’ Meeting. Unless you state otherwise, you will be deemed to vote in favour of the proposals submitted by the Board of Directors.

CAN I VOTE FROM A DISTANCE?

Yes. The Company makes the following alternatives available to shareholders entitled to attend the General Shareholders’ Meeting who wish to vote from a distance on the proposed resolutions regarding items included on the agenda of the call to meeting:

(a)      Deliver the card in advance at the premises provided by the Company on the days to be announced in due course in the media and on the Company’s corporate website (www.iberdrola.com).

(b)      Send the card by postal correspondence addressed to the Company at apartado de correos número 1.113, 48008 Bilbao.

(c)      Complete the electronic voting form available on the corporate website (www.iberdrola.com), by electronic communication or by means of data transmission using the shareholder’s recognised electronic signature, based on the electronic certificate issued by the Royal Spanish Mint (Fábrica Nacional de Moneda y Timbre) and in respect of which no revocation has been recorded.

(d)      Deliver the card at the office of your depositary acting as intermediary in order for such depositary to forward it to the Company.

If you cast your vote by any of these means, you will be deemed present for purposes of the establishment of a quorum for the General Shareholders’ Meeting.

UNTIL WHEN CAN I VOTE FROM A DISTANCE?

If you elect to exercise your right to vote by postal correspondence or electronic means, your vote must be received by the Company before 24:00 on the day immediately prior to the date set for the holding of the General Shareholders’ Meeting. In the event that, as is likely, the General Shareholders’ Meeting is held on first call, your vote should be received before 24:00 on 21 June 2012.

Before the end of the above-mentioned period you may, through the corporate website (www.iberdrola.com) and under your recognised electronic signature, change, view, or cancel the vote previously cast by electronic means, following the instructions provided on such corporate website and provided it is technically feasible.

IF I VOTE FROM A DISTANCE AND PROPOSALS ARE MADE THAT DIFFER FROM THOSE OF THE BOARD OF DIRECTORS OR THAT CONCERN ITEMS NOT INCLUDED ON THE AGENDA OF THE CALL TO MEETING, HOW WILL MY SHARES BE VOTED?

In this case and unless you expressly provide otherwise, you will be deemed to have granted a proxy to the chairman of the Board of Directors, and the rules governing conflicts of interest and those governing direction of the vote and absence of the proxy-holder will apply, as appropriate.

RIGHT TO REQUEST PUBLICATION OF A SUPPLEMENT TO THE CALL AND TO SUBMIT WELL-FOUNDED PROPOSALS FOR RESOLUTIONS

CAN I PROPOSE MATTERS FOR INCLUSION ON THE AGENDA? HOW?

Yes. Shareholders representing at least 5% of the share capital may request the publication of a supplement to the call to the General Shareholders’ Meeting including one or more items on the agenda of the call to meeting, accompanied by the rationale therefor or by a well-founded proposal for a resolution, on the terms provided for by law and the Corporate Governance System.

HOW MUST THIS RIGHT BE EXERCISED? IS THERE A DEADLINE FOR DOING SO?

The right to request the publication of a supplement to the call to meeting must be exercised by duly authenticated notice addressed to the attention of the secretary of the Board of Directors of the Company, which must be received at the registered office within five calendar days of the publication of the notice of call.

The written notice whereby such rights are exercised must set forth the individual or corporate name of the requesting shareholder or shareholders and must be accompanied by appropriate documentation verifying the requesting party’s status as a shareholder, in order for such information to be compared with the information provided by Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A Unipersonal (Iberclear), as well as by the text of the proposed item or items. The Board of Directors may require that the shareholder attach, if not already attached, the well-founded proposal or proposals for resolutions, and the report or reports providing the rationale for such proposed resolutions whenever required by law.

The supplement must be published in the same manner as the notice of call, not less than fifteen calendar days prior to the date set for the holding of the General Shareholders’ Meeting on first call.

CAN I SUBMIT WELL-FOUNDED PROPOSALS FOR RESOLUTIONS IN CONNECTION WITH ITEMS INCLUDED ON THE AGENDA? HOW AND WITHIN WHAT PERIOD?

Yes. Shareholders representing at least 5% of the share capital may submit well-founded proposals for resolutions on matters that are already included or must be included in the agenda of the notice of call on the terms provided for by law and the Corporate Governance System. The Company shall ensure the dissemination to the other shareholders of such proposals for resolutions and of the documentation, if any, attached thereto, in accordance with the provisions of law.

Such right must be exercised through the same channels and within the same periods as the right to request the publication of a supplement to the call to meeting.

PARTICIPATION DURING THE GENERAL SHAREHOLDERS’ MEETING

MAY I PARTICIPATE DURING THE MEETING? ON WHAT TERMS MUST I DO SO?

Yes. If you wish to participate during the holding of the General Shareholders’ Meeting, you may do so upon request, to be made at the time specified by the chairman of the General Shareholders’ Meeting and, in any event, before the commencement of the shareholder participation period.

Shareholders’ requests for participation shall be submitted to the Office of the Shareholder or to the person that the chairman of the General Shareholders’ Meeting designates for such purpose, accompanied by evidence of the shareholder’s name and surname or their corporate name, as the case may be, and of the number of shares held or represented by them.

PUBLICITY OF THE GENERAL SHAREHOLDERS’ MEETING

HOW CAN I KNOW THE QUORUM AND THE RESULTS OF THE VOTES AT THE GENERAL SHAREHOLDERS’ MEETING?

Both the quorum for the establishment of the Meeting and the outcome of the votes will be available on the Company’s website (www.iberdrola.com) within five days of the end of the General Shareholders’ Meeting.

HOW CAN I ACCESS THE RESOLUTIONS ADOPTED AT THE GENERAL SHAREHOLDERS’ MEETING?

The resolutions approved at the General Shareholders’ Meeting will be available on the Company’s website (www.iberdrola.com) within five days of the end of the General Shareholders’ Meeting. For further information, you may contact Iberdrola’s Office of the Shareholder (accionistas@iberdrola.com).

ATTENDANCE FEE AND ATTENDANCE GIFT

WILL AN ATTENDANCE FEE BE PAID?

Yes. The Company will pay, through the respective depositaries, an attendance fee in the gross amount of 0.005 euro per share to the shareholders present in person or by proxy at the General Shareholders’ Meeting who have provided due evidence of their attendance or representation.

WILL I RECEIVE AN ATTENDANCE GIFT?

As is the custom of the Company, a gift will also be delivered at the offices authorised to receive the attendance cards prior to the holding of the General Shareholders’ Meeting and at the entrance to the Meeting.

ELECTRONIC SHAREHOLDER FORUM

WHAT IS THE ELECTRONIC SHAREHOLDER FORUM?

It is a tool provided by the Company on its website (www.iberdrola.com) to facilitate communication among its shareholders in connection with the call to and until the holding of each General Shareholders’ Meeting.

WHO CAN USE THE ELECTRONIC SHAREHOLDER FORUM?

Access to and use of the Electronic Shareholder Forum is reserved exclusively for individual shareholders of the Company, as well as for voluntary shareholder associations validly established and registered in the special registry provided for such purpose at the National Securities Market Commission.

HOW MAY I ACCESS THE FORUM? HOW CAN I REGISTER IN THE FORUM?

In order to be able to access and use the Electronic Shareholder Forum, the above-mentioned shareholders and voluntary shareholder associations must register as “Registered Users” by filling in the respective registration form, providing evidence of their status as shareholders of the Company or as a duly organised voluntary shareholder association registered with the CNMV in the manner spelled out in such form.

In the case of shareholders that are legal entities and of voluntary shareholder associations, due evidence must be provided in the form, in the manner established for such purpose, of the authority of the person seeking to access the Electronic Shareholder Forum.

WHAT KIND OF COMMUNICATIONS CAN I SEND?

Users of the Electronic Shareholder Forum may only send, for publication therein, communications for the following purposes:

(a)        Proposals intended to be submitted as a supplement to the agenda announced in the call to the General Shareholders’ Meeting.

(b)        Requests of support for such proposals.

(c)        Initiatives to reach the percentage required to exercise a minority right provided for in the law or in the Company’s Corporate Governance System.

(d)        Proxy offers or solicitations.

CAN I EXERCISE MY RIGHTS AS A SHAREHOLDER THROUGH THE ELECTRONIC SHAREHOLDER FORUM?

No. All rights and powers that the shareholders wish to exercise must be exercised through the legally established channels, as provided, as to all applicable matters, in the law and in the Company’s Corporate Governance System, such that the Electronic Shareholder Forum is not, in any case, a valid channel for such purpose.

CAN I GIVE NOTICES TO THE COMPANY THROUGH THE ELECTRONIC SHAREHOLDER FORUM?

No. The Electronic Shareholder Forum is not a channel of communication between the Company and its users. Accordingly, no communication made through or published in the Electronic Shareholder Forum may be deemed, in any case, to be a notice to the Company for any purpose and, in particular, for purposes of the exercise of any right that the users thereof may have, whether individually or collectively, nor shall any such communication satisfy the requirements established in the law and in the Company’s Corporate Governance System for the exercise of any of such rights or for the development of initiatives and actions by the shareholders.

WHERE MAY I FIND FURTHER INFORMATION ON THE ELECTRONIC SHAREHOLDER FORUM?

If you wish to obtain further information on Iberdrola’s Electronic Shareholder Forum, you may view its Regulations on the Company’s website (www.iberdrola.com).

PROPOSED RESOLUTIONS TO BE SUBMITTED TO THE SHAREHOLDERS AT THE GENERAL SHAREHOLDERS’ MEETING

WHAT IS THE PURPOSE OF THE AMENDMENTS TO THE BY-LAWS AND TO THE REGULATIONS FOR THE GENERAL SHAREHOLDERS’ MEETING?

The amendments to the text of the By-Laws of the Company and to the Regulations for the General Shareholders’ Meeting are intended to:

(a)        bring the text thereof into line with the amendments to the Companies Act (Ley de Sociedades de Capital) made by Act 25/2011, of 1 August, on the partial amendment of the Companies Act and the adoption of Directive 2007/36/EC of the European Parliament and of the Council, of 11 July, on the exercise of certain rights of shareholders in listed companies; and

(b)        make the technical improvements described in the proposed resolution available on the Company’s corporate website (www.iberdrola.com).

WHAT IS THE MAXIMUM AMOUNT FOR WHICH THE BOARD OF DIRECTORS MAY RESOLVE TO ISSUE FIXED-INCOME SECURITIES?

According to the proposed resolution available on the Company’s corporate website (www.iberdrola.com), the Board of Directors could, if approved, resolve to issue:

(a)        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 amount of twenty billion euros (or the equivalent thereof in another currency), and

(b)        notes, such that the outstanding balance at any time does not exceed six billion euros (or the equivalent thereof in another currency). This limit is independent of the limit mentioned above.

This authorisation, the terms of which are similar to those of prior years, is effective for five years.

WHAT WILL BE THE COMPOSITION OF THE BOARD OF DIRECTORS OF IBERDROLA FOLLOWING THE GENERAL SHAREHOLDERS’ MEETING?

If the respective proposed resolution is approved, the composition of the Board of Directors of Iberdrola will be as follows:

Director Status
Mr José Ignacio Sánchez Galán [PDF] Executive
Mr Víctor de Urrutia Vallejo [PDF] External independent
Mr Julio de Miguel Aynat [PDF] External independent
Mr Sebastián Battaner Arias [PDF] External independent
Mr Xabier de Irala Estévez [PDF] External propietary
(Kutxabank)
Mr Iñigo Víctor de Oriol Ibarra [PDF] External independent
Ms Inés Macho Stadler [PDF] External independent
Mr Braulio Medel Cámara [PDF] External independent
Ms Samantha Barber [PDF] External independent
Ms María Helena Antolín Raybaud [PDF] External independent
Mr Santiago Martínez Lage [PDF] External independent
Mr José Luis San Pedro [PDF]
Guerenabarrena [PDF]
Executive
Mr Ángel Jesús Acebes Paniagua [PDF] Other external
Mr Francisco Pons Alcoy [PDF] External propietary
(BFA)

Further information may be found in the biographical and professional profile of the directors on the Company’s corporate website (www.iberdrola.com).

SHAREHOLDER COMPENSATION: "IBERDROLA FLEXIBLE DIVIDEND"

WHAT IS IBERDROLA’S SHAREHOLDER COMPENSATION POLICY?

The Company’s general policy is to maintain its pay-out at the level it has been applying historically, which is between 55% and 60% of the net profits attributed to the Company in the consolidated annual financial statements, in any of the forms of compensation described in the Dividend Policy, the purpose of which is to link shareholder compensation to growth in profits, all in the absence of circumstances that would warrant a change in such compensation.

WHAT WILL BE THE TOTAL SHAREHOLDER COMPENSATION FOR FISCAL YEAR 2011?

The overall compensation proposed by the Board of Directors to the shareholders at the General Shareholders’ Meeting with a charge to fiscal year 2011 will amount to 0.326 euro per share, an amount equivalent to that paid for fiscal year 2010. Such amount breaks down as follows:

  • Cash dividend in the gross amount of 0.030 euro per share.
  • Price of the commitment to purchase the free-of-charge allocation rights delivered to the shareholders in the first instalment of the implementation of the “Iberdrola Flexible Dividend” programme submitted to the shareholders for approval at the General Shareholders’ Meeting, which would be paid next July, on the occasion of what would have been the traditional payment of the supplemental dividend for fiscal year 2011. It is estimated that such price will be at least a gross amount of 0.150 euro per share.
  • Price of the commitment to purchase the free-of-charge allocation rights delivered to the shareholders in the second instalment of the previous implementation of the “Iberdrola Flexible Dividend” programme paid last January on the occasion of what would have been the traditional interim dividend payment for fiscal year 2011. Such price came to a gross amount of 0.146 euro per share.

HOW DOES IBERDROLA CURRENTLY COMPENSATE ITS SHAREHOLDERS?

Since 2010, the Company has implemented a flexible shareholder compensation system known as “Iberdrola Flexible Dividend”, which replaces in part the traditional dividend payment.

WHAT IS “IBERDROLA FLEXIBLE DIVIDEND”?

It is a shareholder compensation formula implemented through a capital increase by means of a scrip issue and which allows shareholders to choose from among the following three compensation options:

  • Receive new bonus shares of Iberdrola (with no tax withholding)
  • Receive cash by selling their shares to Iberdrola (with a tax withholding)
  • Receive cash by selling their shares on the market (with no tax withholding)

According to the proposed resolution to be submitted to the shareholders for approval at this General Shareholders’ Meeting, the maximum reference market value to be distributed will be two thousand eighteen million euros.

Further information may be found on the Company’s corporate website (www.iberdrola.com).

WHEN WILL IBERDROLA COMPENSATE ITS SHAREHOLDERS?

The "Iberdrola Flexible Dividend" system proposed to the shareholders at the General Shareholders’ Meeting provides for two implementation dates:

  • July 2012 (on the occasion of what was the traditional supplemental payment with a charge to the profits for fiscal year 2011). In this implementation, the maximum reference market value to be distributed will be one thousand twelve million euros.
  • January 2013 (on the occasion of what was the traditional interim dividend payment with a charge to the profits for fiscal year 2012). In this implementation, the maximum reference market value to be distributed will be one thousand six million euros.

The cash dividend is expected to be paid on 4 July 2012.

WHEN DO I HAVE TO HOLD THE SHARES TO RECEIVE COMPENSATION?

In order to benefit from the “Iberdrola Flexible Dividend” system, you must hold the shares in your name at the closing of the day determined by the Board of Directors, as provided in the respective resolution adopted by the shareholders at the General Shareholders’ Meeting, the proposal for which will be available to the public on the Company’s corporate website (www.iberdrola.com) from the date of publication of the call to Meeting.

IS THERE ANY CHANGE IN THE “IBERDROLA FLEXIBLE DIVIDEND” SYSTEM FROM PRIOR YEARS?

Yes. As an innovation compared to prior years, the Board of Directors, by delegation from the shareholders at the General Shareholders’ Meeting, may:

(i)         Determine the scope of the purchase commitment to be assumed by the Company in connection with the free-of-charge allocation rights received by the shareholders. Specifically, the Board of Directors of the Company may choose one of the following two alternatives for approval:

(a)  to assume the purchase commitment only with respect to the free-of-charge allocation rights received free of charge by the shareholders registered as such in the book-entry records of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (Iberclear) at 23:59, Madrid time, on the date of publication of the notice of each implementation in the Official Bulletin of the Commercial Registry, excluding the rights transferred on the market; or

(b)  extend such commitment to all free-of-charge allocation rights, regardless of whether the holders thereof received them free of charge from the Company because of their status as shareholders at the time of their allocation or acquired them on the market.

(ii)        In order to offer a more attractive alternative to those shareholders who decide to receive new shares of the Company or to sell their free-of-charge allocation rights on the market, to apply a discount of between 0% and 10% on the listing price taken as a reference to calculate the number of free-of-charge allocation rights required to obtain one new share.

Further information regarding these two new developments may be found on the Company’s corporate website (www.iberdrola.com).

OTHER GENERAL QUESTIONS

HAVE ANY MEANS BEEN PROVIDED TO FOLLOW THE PROCEEDINGS OF THE GENERAL SHAREHOLDERS’ MEETING FROM A DISTANCE?

Yes. The Company intends to make premises available in Madrid (Spain), at calle Tomás Redondo número 1, and in Glasgow (Scotland), at Scotland’s National Stadium, Hampden Park, Letherby Drive, where duly identified shareholders may follow the proceedings of the General Shareholders’ Meeting through distance connection systems, without this entailing in any way the possibility of exercising the right to attend, to participate, or to vote at such premises.

WHERE CAN I OBTAIN FURTHER INFORMATION ON THE GENERAL SHAREHOLDERS’ MEETING?

In order to obtain further information on the General Shareholders’ Meeting, you can:

(a)        Check the corporate website (www.iberdrola.com);

(b)        Contact the Office of the Shareholder through any of the following means:

(i)         By telephone: + (34) 900 100 019 (hours: Monday through Friday, from 9:00 to 19:00).

(ii)  Personally at: Plaza Euskadi número 5, 48009 Bilbao, and calle Tomás Redondo número 1, 28033 Madrid.

(iii)       By e-mail: accionistas@iberdrola.com.

During the conduct of the General Shareholders’ Meeting, the Office of the Shareholder will be located at Palacio Euskalduna (avenida Abandoibarra número 4).

(c)        Access the Quick Shareholder’s Guide (www.iberdrola.com/guiarapidadelaccionista/en).

 

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