Iberdrola, S.A. Board of Directors

Particularly, according to the provisions of Article 529 duodecies 4 of the aforementioned act, independent directors shall be deemed to be those directors who, having been appointed in view of their personal and professional qualifications, can discharge their duties without being constrained by relations with the company or its group, its significant shareholders or its officers. Persons falling within any of the circumstances set forth below shall in no event be deemed to be independent directors:

a) Persons who have been employees or executive directors of companies of the group, unless 3 or 5 years, respectively, have passed since ceasing to act as such.

b) Persons receiving from the company, or from the group to which the company belongs, any amount or benefit otherwise than as director remuneration, unless it is immaterial for the director.

For purposes of the provisions of this subsection, dividends or pension supplements that a director may receive by reason of the director's prior professional or employment relationship shall not be taken into account, as long as such supplements are unconditional in nature and, therefore, the company paying them cannot discretionarily suspend, modify or terminate the accrual thereof without breaching its obligations.

c) Persons who are, or for the last 3 years have been, partners of the external auditor or of the auditor responsible for the audit report, whether the audit covering such period has been of the listed company or of any other company of its group.

d) Persons who are executive directors or senior officers of another company at which an executive director or senior officers of the company is an external director.

e) Persons who maintain, or for the last year have maintained, a significant business relationship with the company or with any company of its group, whether on their own behalf or as significant shareholders, directors or senior officers of an entity that maintains or has maintained such relationship.

The relationship maintained by a supplier of goods or services, including financial services, and that maintained by an adviser or consultant, shall be deemed to be business relationships.

f) Persons who are significant shareholders, executive directors or senior officers of an entity that receives, or for the last 3 years has received, donations from the company or from its group.

Those who are mere trustees of a foundation receiving donations shall not be deemed to be included in this subsection.

g) Persons who are the spouse of or linked by a like relationship of affection to or relatives up to the second degree of kinship of an executive director or senior officer of the company.

h) Persons who have not been proposed for appointment or renewal by the appointments committee.

i) Persons who have been directors for a continuous period exceeding 12 years.j) Persons falling within any of the circumstances described in subsections a), e), f) or g) above with respect to a significant shareholder or a shareholder represented on the board. In the case of the kinship relationship mentioned in subsection g), the limitation shall affect not only the shareholder but also its proprietary directors at the company in which an equity interest is held.

Proprietary directors who lose their status as such as a consequence of the sale of its interest by the shareholder that they represented may only be re-elected as independent directors if the shareholder they represented until such time has sold all of its shares in the company.

A director who owns a shareholding interest in the company may be classified as independent provided that said director fulfils all the conditions set out in this section and, in addition, the interest held thereby is immaterial.