Shareholder rights and duties

The Board of Directors must call a General Shareholders’ Meeting if so 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 preparation of the agenda must include the items covered by the request as required by law.

Shareholders who individually or collectively represent at least three per cent of the share capital may request the publication of a supplement to the call to the Annual General Meeting including one or more items on the agenda of the call to meeting, so long as the new items are accompanied by a rationale or, if applicable, by a well-founded proposed resolution.

If this right is exercised, the Company will publish a new form of proxy and absentee voting card that takes these additional matters into account. The Company shall also ensure the dissemination to the other shareholders of said proposed resolutions and any accompanying documentation as provided by law.

Shareholders who individually or collectively represent at least three per cent of the share capital may submit well-reasoned proposed resolutions regarding items already included, or that should be included, on the agenda.

If this right is exercised as provided by law, the Company will publish, where appropriate, a new form of proxy and absentee voting card that takes the proposed resolutions into account. The Company shall also ensure the dissemination to the other shareholders of said proposed resolutions and any accompanying documentation as provided by law.

The announcement of the call to meeting and the implementing rules for the General Meeting describe the means whereby any shareholder may obtain, without charge and on an immediate basis, all documentation of the General Shareholders’ Meeting.

Specifically, as from the publication of this call to meeting, Iberdrola will publish on this corporate website the documentation it deems appropriate to facilitate the informed participation of shareholders, avoiding paper format and thus promoting respect for and protection of the environment.

This website also includes English translations and accessible versions of the documentation for visually impaired persons, who may also ask that the announcement of the call to meeting be sent in Braille.

From the date of publication of the call to the General Shareholders’ Meeting through and including the fifth day prior to the date provided for the first call to meeting, shareholders may request any information or clarifications they deem necessary regarding (a) the matters contained in the agenda for the meeting; (b) information accessible to the public that the Company has provided to the National Securities Market Commission since the last General Shareholders’ Meeting; and (c) the separate and consolidated audit reports for the previous financial year.

Lastly, those attending the General Shareholders’ Meeting may participate and request any information or clarifications they deem appropriate regarding the matters set forth above and regarding those matters that may be addressed at the General Shareholders’ Meeting in accordance with law, even if not included in the agenda of the call to meeting.

In order to exercise this right, shareholders must cause, at least, one share 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 to verify their identity in accordance with the provisions of the Implementing Rules for the General Shareholders' Meeting that may be approved by the Board of Directors for each General Meeting. In the event that a pre-registration system is established to attend the General Meeting, interested shareholders must register on the corporate website or submit the corresponding request to the Shareholder’s Office, which will register requests received in chronological order.

All shareholders having the right to attend may be represented at the General Meeting by proxy through any other person, whether or not such person is a shareholder, by complying with the requirements of law and the Governance and Sustainability System.

Iberdrola makes the following options available to shareholders to communicate their proxies:

• internet: through the electronic form available on this corporate website as from the time of the call to the General Shareholders’ Meeting, using a recognised electronic signature or other type of assurance that the Board of Directors deems appropriate;
• phone: calling the free phone number of the Shareholder's Office (900 100 019) and responding to certain questions to verify their identity, or
• proxy and absentee voting card: sending the duly signed card in the manner indicated in this corporate website; or
• financial institutions: through the entity with which the shares are deposited.

The Board of Directors may further develop the foregoing provisions for each General Shareholders’ Meeting through the Implementing Rules for the General Shareholders’ Meeting, which establish the applicable rules, means and procedures, at all times taking into account the state of the art.

Each share carrying the right to vote that is present in person or by proxy at the General Shareholders’ Meeting gives the right to cast one vote.

However, in defence of minority shareholders, the Governance and Sustainability System establishes certain restrictions on the exercise of such right (which would not apply in certain takeover bid situations):

• No shareholder may cast a number of votes greater than those corresponding to shares representing ten per cent of the share capital, even if the number of shares held exceeds such percentage of capital. This restriction does not affect votes corresponding to shares with respect to which a shareholder is holding a proxy, but will apply to the number of votes of each shareholder represented by proxy.
• No shareholder may exercise their right to vote at the General Meeting, personally or through a proxy representative, in the case of approving a resolution intended to relieve the shareholder of an obligation or grant the shareholder a right, provide the shareholder with any financial assistance, including the provision of guarantees in their favour, or release a shareholder who is a director from obligations arising from the duty of loyalty pursuant to the provisions of the law or approve a related-party transaction that affects the shareholder, unless the corresponding proposed resolution has been approved in accordance with the provisions of the law.

Iberdrola makes the following alternatives available to shareholders to cast an absentee vote:

• internet: through the electronic form available on this corporate website as from the time of the call to the General Shareholders’ Meeting, using a recognised electronic signature or other type of assurance that the Board of Directors deems appropriate;
• phone: calling the free phone number of the Shareholder's Office (900 100 019) and responding to certain questions to verify their identity.
• proxy and absentee voting card: sending the duly signed card in the manner indicated in this corporate website; or
• financial institutions: through the entity with which the shares are deposited.

The Board of Directors may further develop the foregoing provisions for each General Shareholders’ Meeting through the Implementing Rules for the General Shareholders’ Meeting, which establish the applicable rules, means and procedures, at all times taking into account the state of the art.

Shareholders of the Company must exercise their rights vis-à-vis the Company and the other shareholders, and comply with their duties, acting with loyalty, in good faith and transparently, within the framework of the corporate interest as the paramount interest ahead of the private interest of each shareholder and in accordance with the Governance and Sustainability System.