SHAREHOLDER RIGHTS AND DUTIES

Transparency and Informed Participation

The framework of Iberdrola's relations with its shareholders is based on transparency, the encouragement of their informed and responsible participation in the General Shareholders' Meeting, and the inclusion of the most advanced corporate governance practices, particularly those regarding shareholder engagement in the life of the Company:

 DIALOGUE AND TRANSPARENCY

As regards transparency, Iberdrola's shareholders have multiple channels of permanent communication throughout the year, including the On-Line Shareholders (OLS) system and the Shareholder's Office, through which they can ask questions or request clarifications upon the terms set out in the Policy regarding Communication and Contacts with Shareholders, Institutional Investors, and Proxy Advisors.

 PARTICIPATION AND INCLUSION

For purposes of the call to the General Shareholders' Meeting, Iberdrola makes available on this website an AI-based virtual assistant (chatbot) in order to rapidly and efficiently resolve any question that may arise relating to the General Meeting.

Iberdrola also publishes implementing rules for each General Meeting that describe the operation of the proxy-granting and absentee voting systems developed by the Company in order to facilitate the participation of the shareholders.

In particular, Iberdrola has implemented electronic systems through the real-time verification of its shareholders from any device with access to the internet, and is a pioneer in introducing the telephone channel for participation in the General Meeting.

PIONEERING ENGAGEMENT POLICY

Iberdrola has a Shareholder Engagement Policy, approved upon a proposal of a committee formed by representatives of the Company, recognised shareholder movements and professionals with particular qualifications and experience in corporate governance.

 

Set forth below are the requirements and procedures applicable to the exercise of rights relating to the General Shareholders' Meeting:

  • Right to Request that a Meeting Be Called

    The Board of Directors must call a General Shareholders' Meeting if the call to 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.

    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

    The announcement of the call to the General Shareholders' Meeting states the means whereby any shareholder may obtain, without charge and on an immediate basis, all the documents relating to such General Meeting.

    Specifically, as from the publication of the call to meeting Iberdrola publishes on this corporate website such information as is deemed appropriate to facilitate the informed participation of the shareholders, avoiding documents in paper form and thereby favouring respect for and protection of the environment.

    This website also includes translations into English of the documents, as well as accessible versions for persons with visual limitations, who may also 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.

    Finally, those attending the General Shareholders' Meeting may make presentations and request the information or clarifications that they deem appropriate regarding the matters referred to above.

  • Right to Attend

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

    Generally, the presentation of a national identity document shall be sufficient for physical attendance; in the case of on-line attendance, the attendee's identity must be verified in the manner required by the Company. For corporate shareholders or shareholders granting a proxy, the representatives must provide evidence of their representative authority.

  • Right to Proxy Representation

    All shareholders having the right to attend may have another person represent them by proxy, even if such person is not a shareholder, by complying with the requirements and formalities of law and the Corporate Governance System.

    Shareholders generally have the following choices to notify the Company of their proxy representation:

    • complete the electronic form that will be 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 appropriate;
    • call to the free-of-charge phone number of the Shareholders' Office (900 100 019) and answer certain questions to verify their identity;
    • 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
    • through the financial institutions with which they have deposited their shares.

    The Board of Directors elaborates on the above provisions for each General Shareholders' Meeting upon approving the Implementing Rules for the General Shareholders' Meeting, establishing rules, means, and procedures applicable in each case, considering at all times the state of the art.

  • 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 the 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, shareholders having the right to attend generally have the following alternatives:

    • complete the electronic form that will be 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 appropriate;
    • call to the free-of-charge phone number of the Shareholders' Office (900 100 019) and answer certain questions to verify their identity;
    • 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
    • through the financial institutions with which they have deposited their shares.

    The Board of Directors elaborates on the above provisions for each General Shareholders' Meeting upon approving the Implementing Rules for the General Shareholders' Meeting, establishing rules, means, and procedures applicable in each case, considering at all times the state of the art.

  • 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.