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Ticker Iberdrola

IBEX 35 | IBERDROLA
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IBERDROLA IR
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Shareholder's Rights and Duties

Engagement, dialog, transparency and participation.

The framework of IBERDROLA’s relations with its shareholders is based on transparency, the encouragement of their informed and responsible participation within the General Shareholders’ Meeting, and the inclusion of the most advanced corporate governance practices, particularly with respect to the engagement of shareholders in the life of the Company:

Dialog and transparency

As to transparency, IBERDROLA’s shareholders have multiple channels of permanent communication throughout the year, such as the interactive On Line Shareholders (OLS) system and the Office of the Shareholder, through which they can ask questions or request clarifications upon the terms set forth in the Policy regarding Communication and Contacts with Shareholders, Institutional Investors, and Proxy Advisors [PDF].

Participation and engagement

To encourage their participation at the General Shareholders’ Meeting, the Company makes available to the shareholders a Shareholder’s Guide [PDF] and Rules of Implementation for the Management of the General Shareholders’ Meeting [PDF], which describe the operation of the system for proxy representation and voting by postal and electronic means. In particular, IBERDROLA encourages electronic participation through the use of personal passwords that allow its shareholders to exercise these rights from any electronic device with internet access.

Pioneering policy of engagement

IBERDROLA has a Shareholder Engagement Policy [PDF], approved upon the proposal of a working committee formed by representatives of the Company, recognised shareholder movements, and professionals with particular qualifications and experience in corporate governance. It contemplates initiatives such as holding the General Shareholders’ Meeting within the framework of Shareholder Day, which is intended to involve shareholders in the business, corporate, and institutional reality of IBERDROLA, stimulate two-way interaction between the Company and its shareholders, and encourage their engagement in corporate life.

Requirements and procedures applicable to exercising rights related to the General Shareholders’ Meeting and regarding the duties of shareholders.

Right to Request that a Meeting Be Called

The Board of Directors must call a General Shareholders’ Meeting if the meeting is requested, in the manner provided by law, by shareholders who individually or collectively represent at least three per cent of the share capital, in which case the agenda to be prepared shall mandatorily include the matters specified in the request.

Right to Request a Supplement to the Call to Meeting

Shareholders individually or collectively representing at least three per cent of the share capital may request the publication of a supplement to the call to the Annual General Shareholders’ Meeting including one or more items in the agenda, so long as the new items are accompanied by a rationale or, if applicable, by a duly substantiated proposed resolution.

If this right is exercised, the Company shall publish a new form of attendance, proxy, and absentee voting card that takes such items into account. The Company shall also ensure the dissemination of these proposed resolutions and any documentation attached thereto to the other shareholders, in accordance with the provisions of law.

Right to Submit Well-founded Proposed Resolutions

Shareholders individually or collectively representing at least three per cent of the share capital may submit well-founded proposed resolutions regarding matters already included or that should be included in the agenda of the call to meeting.

If this right is exercised, the Company shall publish a new form of attendance, proxy, and absentee voting card that takes such proposed resolutions into account. The Company shall also ensure the dissemination of these proposed resolutions and any documentation attached thereto to the other shareholders, in accordance with the provisions of law.

Right to Receive Information

As from the date of publication of the call to the General Shareholders’ Meeting, such information as is deemed appropriate to facilitate informed attendance of the shareholders at the General Shareholders’ Meeting is made available to them on the Company’s corporate website (avoiding documents in paper form and thereby favouring respect for and protection of the environment).

A full or summary translation into English of the principal reports and documents made available to the shareholders is also included as soon as possible following publication of the announcement of the call to meeting, although the Spanish text shall in any event prevail in the event of a conflict. Shareholders with visual limitations may request the delivery of the announcement of the call to meeting in the Braille system.

From the date of publication of the call to the General Shareholders’ Meeting through and including the fifth day prior to the date set for the meeting to be held on first call, the shareholders may request the information or clarifications that they deem are required regarding (a) the matters contained in the agenda of the call to meeting; (b) the information accessible to the public that has been sent by the Company to the National Securities Market Commission (Comisión Nacional del Mercado de Valores) since the holding of the last General Shareholders’ Meeting; and (c) the audit report.
In addition, during the course of the General Shareholders’ Meeting, the shareholders may verbally request the information or clarifications that they deem appropriate regarding the matters referred to above.

Furthermore, the announcement of the call to the General Shareholders’ Meeting shall state the means whereby any shareholder may obtain from the Company, without charge and on an immediate basis, the documents that must be submitted for the approval of the shareholders at such General Shareholders’ Meeting, as well as, if applicable, the management report and the audit report.

Right to Attend

The Board of Directors actively promotes shareholder attendance at the General Shareholders’ Meeting and the possibility of shareholder participation therein, pursuant to the provisions of law and the Corporate Governance System.

Whenever reasonably possible, the Company endeavours to ensure that the premises at which the General Shareholders’ Meeting is held have the means to allow access by persons with reduced mobility and to provide the simultaneous interpretation of the proceedings into Euskera (Basque), English, and those other languages that the Board of Directors deems appropriate. The Company also establishes measures that facilitate attendance at and participation in the General Shareholders’ Meeting by shareholders with auditory or visual limitations.

In order to exercise this right, shareholders must cause the shares to be registered in their name in the corresponding book-entry register at least five days prior to the day on which the General Shareholders’ Meeting is to be held and must submit proof of their identity in accordance with the provisions of the Rules of Implementation for the Management of the General Shareholders’ Meeting approved by the Board of Directors for each General Shareholders’ Meeting.

Generally, the presentation of a national identity document or any other official identification document that is generally accepted and that the Company deems appropriate for such purposes shall be sufficient. For corporate shareholders, the persons attending on their behalf must provide evidence of their representative authority.

Right to Proxy Representation

All shareholders having the right to attend may be represented at the General Shareholders’ Meeting by proxy through another person, even if such person is not a shareholder, by complying with the requirements and formalities of law and the Corporate Governance System.

To notify the Company of their proxy representation, shareholders may:

  • deliver a duly signed attendance, proxy, and absentee voting card at any of the shareholder information desks provided by the Company at the locations and times indicated on this corporate website;
  • send a duly signed attendance, proxy, and absentee voting card by mail to the post-office box of the Company indicated on this corporate website; or
  • complete the electronic form available on this corporate website as from the call to the General Shareholders’ Meeting, providing evidence of their identity by using a recognised electronic signature or other type of guarantee that the Board of Directors deems proper.

In particular, to facilitate the exercise of the right to proxy representation, the Corporate Governance System gives the Board of Directors the power to establish rules for the use of personal passwords and/or other formulas for granting proxy representation by electronic correspondence.

Right to Vote

Each voting share, whether represented in person or by proxy at the General Shareholders’ Meeting, grants the holder the right to one vote.

However, the Corporate Governance System establishes certain limitations upon the exercise of this right (which would not apply in certain instances of takeover bids) in order to protect minority shareholders:

  • No shareholder may cast a number of votes greater than those corresponding to shares representing ten per cent of share capital, even if the number of shares held exceeds such percentage of capital.
  • This limitation does not affect votes corresponding to shares with respect to which a shareholder is holding a proxy, but it does apply to the number of votes cast by each shareholder represented by proxy.
  • No shareholder may exercise the shareholder’s right to vote at a General Shareholders’ Meeting, either in person or by proxy, with respect to the adoption of a resolution to relieve the shareholder of an obligation or grant the shareholder a right, provide the shareholder with any kind of financial assistance, including the provision of guarantees in favour thereof, or release the shareholder, if a director, from obligations arising from the duty of loyalty established in accordance with the provisions of law.

For absentee voting, all shareholders having the right to attend may:

  • deliver a duly signed attendance, proxy, and absentee voting card at any of the shareholder information desks provided by the Company at the locations and times indicated on this corporate website;
  • send a duly signed attendance, proxy, and absentee voting card by mail to the post-office box of the Company indicated on this corporate website; or
  • complete the electronic form available on this corporate website as from the call to the General Shareholders’ Meeting, providing evidence of their identity by using a recognised electronic signature or other type of guarantee that the Board of Directors deems proper.

The Company must receive the absentee vote prior to 24:00 on the day immediately prior to the date established for the holding of the General Shareholders’ Meeting. Otherwise the vote shall be deemed not to have been cast.

The Board of Directors elaborates on the above provisions for each General Shareholders’ Meeting upon approving the Rules of Implementation for the Management of the General Shareholders’ Meeting, establishing rules, means, and procedures adjusted to current techniques.

Shareholder's Duties

The shareholders of the Company must exercise their rights in respect of the Company and the other shareholders, and must comply with their duties, acting loyally, in good faith, and transparently, within the framework of the corporate interest as an interest that should prevail over each shareholder’s individual interest, and pursuant to the Company’s Corporate Governance System, accepting the substantive and formal limitations to which their rights are subject and the rules on conflicts of interest and competition, and ensuring the transparency of related-party and significant transactions and the truth of public disclosures.

  • © 2016 Iberdrola, S.A. All rights reserved.