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IBEX 35 | IBERDROLA
DATE:  06/07/2015 TIME |  17:38h 5,876€ /-2,07%
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IBERDROLA IR
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Notice of the Call to the 2012 General Shareholders' Meeting

In compliance with the provisions of law, the By-Laws, and the Regulations for the General Shareholders’ Meeting, the Board of Directors of IBERDROLA, S.A. has resolved to call its shareholders to a

General Shareholders’ Meeting

to be held

in Bilbao, at Palacio Euskalduna (avenida Abandoibarra número 4), on 22 June 2012, at 11:30 on first call

or, in the event that the required quorum is not met, the next day, 23 June 2012, on second call, at the same place and time. Shareholder registration desks will be open as from 10:00.

The General Shareholders’ Meeting is called in order for the shareholders to deliberate and decide upon the matters included in the following.

AGENDA

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]]

INFORMATION TO BE PROVIDED TO THE SHAREHOLDERS:

Information shall be provided to the shareholders at the General Shareholders’ Meeting regarding: (1) the implementation by the Board of Directors, on 28 July 2011 and 19 January 2012, of a capital increase by means of a scrip issue for the free-of-charge allocation of ordinary shares to the shareholders of the Company, approved by the shareholders at the General Shareholders’ Meeting of 27 May 2011 under item six on the agenda, and the resulting amendment of the By-Laws; (2) the amendments of the Regulations of the Board of Directors approved on 26 October and 13 December 2011; and (3) the amendments of the Corporate Policies, the regulations of the committees of the Board of Directors, and the other documents making up the Company’s Corporate Governance System since the last General Shareholders’ Meeting.

I.- Right to Attend the Meeting, to Proxy Representation, and to Distance Voting

All holders of voting shares may attend the General Shareholders’ Meeting, with the right to be heard and to vote, so long as they have caused such shares to be registered in their name in the corresponding book-entry registry not later than 17 June or 18 June 2012, depending on whether the General Shareholders’ Meeting is held on first or second call, respectively. Every shareholder having the right to attend may be represented at the General Shareholders’ Meeting by another person, even though not a shareholder, by granting a proxy.

Shareholders having the right to attend may grant a proxy or cast a vote from a distance on the proposals relating to items included in the agenda of the call to meeting in writing or by postal correspondence (by sending to the Company the duly completed attendance, proxy-granting, and distance voting card, addressed to apartado de correos número 1113, 48008 Bilbao) or by electronic correspondence (by means of a communication issued under their recognised electronic signature, based on an electronic certificate issued by the Royal Spanish Mint (Fábrica Nacional de Moneda y Timbre) and in respect of which no revocation has been recorded), through the software application available on the corporate website (www.iberdrola.com).

Proxies and votes cast from a distance by postal or electronic correspondence must, as a general rule, be received by the Company before 24:00 on 21 June or 22 June, depending on whether the General Shareholders’ Meeting is held on first or second call, respectively.

II.- Right to Receive Information

As from the date hereof, 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 reports 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 be made available to the shareholders in connection with the holding of this General Shareholders’ Meeting.

In addition, starting on such date and until 15 June 2012, inclusive, shareholders may request in writing the information or clarifications that they deem are required, or ask the written questions they 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 the auditors’ reports on the individual annual financial statements and management reports of the Company and on the consolidated annual financial statements and management report of the Company and its subsidiaries for fiscal year 2011.

III.- Right to Request the Publication of a Supplement to the Call to Meeting and to Submit Well-Founded Proposals for Resolutions

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 in the agenda, provided such new items are accompanied by the rationale therefor or, if appropriate, by a duly substantiated proposal for a resolution, and submit well-founded proposals for resolutions on matters already included or that must be included in the agenda of the call to meeting. Such rights must be exercised by duly authenticated notice that must be received at the registered office of the Company within five days of publication of this notice of call to meeting.

IV.- Exercise of the Rights to Receive Information, to Attend, to Proxy Representation, to Vote from a Distance, to Request the Publication of a Supplement to the Call to Meeting, and to Submit Well-Founded Proposals for Resolutions

The rights to receive information, to attend, to proxy representation, to vote from a distance, to request the publication of a supplement to the call to meeting, and to submit well-founded proposals for resolutions shall be exercised as provided by law and in accordance with the provisions of the Company’s Corporate Governance System and the Shareholder’s Guide, available both on the corporate website (www.iberdrola.com) and at the Office of the Shareholder, where the form of attendance, proxy-granting, and distance voting card will also be available.

V.- Additional Information and Documentation Available on the Corporate Website

The following documents and information are made continuously available to the shareholders on the Company’s corporate website (www.iberdrola.com): (1) this notice of call to meeting; (2) the individual [PDF] annual financial statements of the Company and the consolidated [PDF] 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 [PDF] management report and the consolidated [PDF] management report of the Company and its subsidiaries for the fiscal year ended on 31 December 2011; (4) the directors’ statement of responsibility [PDF] provided for in section 35 of the Securities Market Act (Ley del Mercado de Valores), which, together with the documents set forth in the two preceding items, constitute the annual financial information of the Company for fiscal year 2011; (5) the full text of the proposed resolutions [PDF] corresponding to the items included in the agenda of the call to meeting and of the amendments to the By-Laws and Regulations proposed to the shareholders for approval at the General Shareholders’ Meeting, together with the mandatory reports [PDF] of the Board of Directors in connection with the proposed resolutions requiring them or otherwise deemed appropriate; (6) the current restated texts of the By-Laws [PDF], the Regulations for the General Shareholders’ Meeting [PDF], the Regulations of the Board of Directors [PDF], and the regulations of the committees of the Board of Directors; (7) 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; (8) the Annual Corporate Governance Report [PDF] for fiscal year 2011; (9) the Annual Director Compensation Report [PDF]; (10) the Annual Activities Report of the Audit and Risk Supervision Committee [PDF] for fiscal year 2011; (11) the Sustainability Report [PDF] (*) for fiscal year 2011; (12) the form of attendance [PDF], proxy-granting, and distance voting card; (13) the professional and biographical profile [PDF] of the directors whose ratification, re-election, or appointment is proposed to the shareholders at the General Shareholders’ Meeting; and (14) the Shareholder’s Guide [PDF] approved by the Board of Directors.

In addition, information is made continuously available to the shareholders on the Company’s corporate website (www.iberdrola.com) concerning the total number of shares and voting rights on the date hereof.

VI.- Electronic Shareholders’ Forum

Pursuant to the provisions of law, an Electronic Shareholders’ Forum has been made available on the corporate website (www.iberdrola.com), the use of which shall conform to the legal purpose thereof and to the guarantees and operating rules established by the Company. Duly authorised shareholders or groups of shareholders may access such Forum.

VII.- Attendance Bonus

The Company shall pay an attendance bonus in the gross amount of 0.005 euro per share to the shareholders duly present in person or by proxy at the General Shareholders’ Meeting.

VIII.- Participation of Notary Public

The Board of Directors has resolved to request the presence of a notary public to draw up the minutes of the General Shareholders’ Meeting.

IX.- Dissemination of the Proceedings

All or part of the proceedings of the General Shareholders’ Meeting may be recorded and broadcast by audiovisual means (through Internet video and availability to the public on the Company’s corporate website (www.iberdrola.com)) and disseminated through social networks. In particular, the Company intends to broadcast the General Shareholders’ Meeting live on Twitter, in both Spanish and English, and to provide information on the proceedings on all of the social networks in which it participates: Facebook, Flickr, SlideShare, and YouTube. By entering the premises where the General Shareholders’ Meeting is to be held, attendees consent to the processing of their personal data (including voice, name, and image) through such media.

In addition, 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.

X.- Personal Data Protection

The personal data that the shareholders provide to the Company (upon the exercise or delegation of their rights to receive information, to attend, to proxy representation, and to vote at the General Shareholders’ Meeting) or that are provided by the financial institutions and by the investment services companies that are depositaries or custodians of the shares held by such shareholders, as well as by the entities that, pursuant to securities market regulations, are in charge of the book-entry registries, shall be dealt with by the Company in order to manage the development, compliance with, and supervision of the existing shareholding relationship (specifically, but without limitation, in connection with the call to and holding of the General Shareholders’ Meeting, and the dissemination thereof). To such end, the data will be kept in computer files for which the Company is responsible. Such data will be provided to the notary public solely in connection with the drawing-up of the notarial minutes of the General Shareholders’ Meeting.

In all cases and when legally applicable, the owner of the data will be entitled to exercise the rights of access, correction, opposition, or deletion of the data collected by the Company. Such rights may be exercised, on such terms and in compliance with such requirements as are established by applicable law for such purpose, by means of a letter addressed to the Company at Plaza Euskadi número 5, 48009 Bilbao.

If the shareholder includes personal data of other individuals on the attendance, proxy-granting, and distance voting card, the shareholder must advise them of the details set forth in the preceding paragraphs and comply with any other requirements that may apply for the proper provision of the personal data to the Company, without the Company having to take any additional action.

XI.- Simultaneous and Consecutive Interpretation

The Company will make available the equipment required for the simultaneous interpretation of presentations made in Spanish into English, Euskera, Portuguese, and Spanish sign language, as well as for the consecutive interpretation into Spanish of the presentations of shareholders wishing to speak in Euskera, English, or Portuguese.

XII.- Additional Information

For further information on the General Shareholders’ Meeting, shareholders may contact the Office of the Shareholder (address: Plaza Euskadi número 5, 48009 Bilbao and calle Tomás Redondo número 1, 28033 Madrid / phone: (34) 900 100 019 (hours: Monday through Friday, from 9:00 to 19:00) / e-mail: accionistas@iberdrola.com).

Furthermore, within the framework of its commitment to transparency and to the provision of information to all its shareholders, the Company has made available a section on its corporate website called the Quick Shareholder’s Guide, which allows for simple and intuitive access to information of interest relating to the Company, in both Spanish and English. In this section, which may be accessed directly through www.iberdrola.com/guiarapidadelaccionista/en, information may be viewed on all matters relating to the holding of the General Shareholders’ Meeting and the exercise of the right to proxy representation.

Although this notice contemplates two calls to meeting, the Board of Directors advises shareholders, in order to save them unnecessary inconvenience, that it is expected that the quorum required by law, the By-Laws, and the Regulations for the General Shareholders’ Meeting will be met on first call and that therefore, in all likelihood, the General Shareholders’ Meeting will be held on 22 June 2012.

Bilbao, 8 May 2012

The general secretary and secretary of the Board of Directors 

 

(*) Spanish version.
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