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 MEMBERSHIP

On the occasion of the call to the General Shareholders' Meeting, Iberdrola activates AVA, a new Advanced Virtual Assistant (chatbot) based on artificial intelligence on this page of the website in order to quickly and efficiently answer any questions about the General Meeting.

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

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

ENGAGEMENT POLICY

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

 

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

  • Right to request the call to meeting

    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.

  • Right to request a supplement to the call to meeting

    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 in 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 them 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-reasoned proposed resolutions

    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 a new form of proxy and absentee voting card that takes them 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 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 publishes on this corporate website the documentation it deems appropriate to facilitate the informed the informed participation of the shareholders, avoiding paper format and thus favouring 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, the shareholders may request the information or clarifications that they deem are required regarding (a) the matters contained in the agenda for the meeting; (b) information accessible to the public that has been provided by the Company to the National Securities Market Commission since the holding of the last General Shareholders' Meeting; and (c) the individual and consolidated audit reports for the prior financial year.

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

  • 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 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.

  • Right to proxy representation

    All shareholders having the right to attend may be represented at the by proxy through any another 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 alternatives available to shareholders to communicate their proxies:

    • internet: through the electronic form available on this corporate website since 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.

  • Right to vote

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

    However, in defence of minority shareholders, the Governance and Sustainability System establishes certain limitations 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 limitation 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 favour thereof, or release a shareholder who is a director from obligations arising from the duty of loyalty pursuant to 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 since 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.

  • Shareholder duties

    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.