Internal Regulations for Conduct in the Securities Markets

Transparent management of Inside Information and execution of Treasury Share Transactions

Reglamento interno de conducta en los mercados de valores

Internal Regulations for Conduct in the Securities Markets

16 June 2026

PREAMBLE

The Internal Regulations for Conduct in the Securities Markets (the “Regulations”), which form a part of the Governance and Sustainability System of IBERDROLA, S.A. (the “Company”), are issued for application thereof to the Company and the other companies included within the group of which the Company is the controlling entity, within the meaning established by law (the “Group”).

The Regulations set the rules governing the transparent management, control and communication of Inside Information, as well as for engaging in Treasury Share Transactions, imposing certain obligations, limitations and prohibitions on Affected Persons, Insiders and Treasury Share Managers, all in order to protect the interests of the investors in securities of the Company and of the other companies of the Group and to prevent and avoid any situation of market abuse, yet encouraging and facilitating the participation of its directors and professionals in the capital of the Company in strict compliance with applicable law.

PRELIMINARY TITLE. DEFINITIONS

Article 1. Definitions

For purposes of these Regulations, the following terms shall have the meaning set forth below:

External Advisers: those persons who, although not considered professionals of the Group’s companies, provide financial, legal, audit, consultancy or any other services to any company of the Group, in their own name or on behalf of another, and who have access to Inside Information because of the provision of such services.
CNMV: the National Securities Market Commission (Comisión Nacional del Mercado de Valores).
Notification of Inside Information: a communication sent by the Company to the CNMV for the public disclosure and dissemination of Inside Information to the market.
Finance, Control and Corporate Development Division: the Company’s Finance, Control and Corporate Development Division or such body as hereafter assumes the duties of such division.
Documents with Inside Information: documents, whatever the format thereof, that contain Inside Information.
Leak: unauthorised disclosure to the market of Inside Information, regardless of whether the company it affects is aware of such information.
Treasury Share Managers: the Head of Treasury Share Management and the other persons listed in letter c) of Article 2 below.
Inside Information: any of the following types of information:
- Information of a precise nature, which has not been made public, relating directly or indirectly to the company, to any other company of the Group or otherwise, or to one or more Affected Securities or related derivative instruments, and which, if it were made public, would be likely to have a significant effect on the prices of such Affected Securities or on the price of related derivative financial instruments.
- In relation to commodity derivatives, information of a precise nature, which has not been made public, relating directly or indirectly to one or more of such derivatives or relating directly to the related spot commodity contract, and which, if it were made public, would be likely to have a significant effect on the prices of such derivatives or related spot commodity contracts and provided this is information that is reasonably expected to be disclosed or is required to be disclosed in accordance with law, market rules, contracts or practices or custom on the relevant commodity derivatives markets or spot markets, shall be deemed Inside Information.
- In relation to greenhouse gas trading rights or auctioned products based on such rights, information of a precise nature, which has not been made public, relating directly or indirectly to one or more of such financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of such instruments or of derivative financial instruments related thereto, shall be deemed Inside Information.
For these purposes, information shall be deemed to be of a precise nature if it indicates a set of circumstances which exists or which may reasonably be expected to come into existence, or an event which has occurred or which may reasonably be expected to occur, where it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of the Affected Securities or the related derivative financial instrument, as well as spot commodity contracts related thereto, or auctioned products based on emission rights. In the case of a protracted process that is intended to bring about, or that results in, particular circumstances or a particular event, those future circumstances or that future event, and also the intermediate steps of that process which are connected with bringing about or resulting in those future circumstances or that future event, may be deemed to be precise information.

An intermediate step in a protracted process shall be deemed to be Inside Information if, by itself, it satisfies the criteria of Inside Information as referred to in this definition.

Finally, information a reasonable investor would be likely to use as part of the basis of his or her investment decisions shall be deemed “information which, if it were made public, would be likely to have a significant effect on the prices of financial instruments, derivative financial instruments or related spot commodity contracts, or auctioned products based on emission rights”.
Insiders: persons who have access to Inside Information and who are included in the Insider List pursuant to the provisions of these Regulations and applicable legal provisions. These persons shall be deemed Insiders from the time they are included in the Insider List and until the Inside Information ceases to be classified as such and they are so notified by the Unit or, by delegation therefrom, by the division or area responsible for the operation, transaction or process in question.
News: information disseminated through the media or social media regarding the Company, the Group or the Affected Securities that could influence the trading price thereof.
Treasury Share Transactions: transactions carried out by the Company or by any of the companies of the Group in shares issued by the Company and in financial instruments and contracts of any kind, whether or not traded on Stock Exchanges or other organised secondary markets, which give the right to acquire or sell, or the underlying assets of which are, shares of the Company.
Personal Transactions: every transaction conducted by Affected Persons, by Treasury Share Managers or by Persons Closely Associated with Persons Discharging Managerial Responsibilities, relating to Affected Securities.
Affected Persons: the Persons Discharging Managerial Responsibilities, the secretary, the deputy secretaries and the legal counsel to the Board of Directors, and the secretaries of the committees of the Board of Directors, as well as such other persons who, in accordance with applicable legal provisions at any time, are designated by the Unit based on their customary and recurring access to information that may be deemed to be Inside Information for purposes of the provisions of these Regulations.
Persons Discharging Managerial Responsibilities: the group made up of: (i) the directors of the Company; and (ii) the members of the Company’s senior management; i.e., all those members of the Company’s management (other than support or advisory personnel or staff members) who perform global duties and who report directly to the Board of Directors, to the chairman thereof or to the chief executive officer of the Company, as well as any other person who the Board of Directors acknowledges as such upon a proposal of the chairman thereof, and in any event the head of Internal Audit.
Persons Closely Associated: persons who maintain any of the following relationships with Persons Discharging Managerial Responsibilities:
- a spouse, or person considered to be equivalent to a spouse in accordance with Spanish law;
- their dependent children;
- a relative who has shared the same household or for which they are responsible for at least one year on the date of determination of the existence of said connection;
- a legal person, trust or partnership in which the Person Discharging Managerial Responsibilities or a person referred to in the preceding paragraphs (such managerial responsibilities being understood to only include a management or executive position by virtue of which the Person Discharging Managerial Responsibilities participates in or influences the decisions of such person or entity with respect to transactions in Affected Securities), or which is directly or indirectly controlled by such a person, which is set up for the benefit of such a person, or the economic interests of which are substantially equivalent to those of such a person; or
- other persons or entities considered as such under the legal provisions in effect from time to time.
Market Sounding: the communication of inside and non-inside information to one or more potential investors, prior to the announcement of a transaction, if any, in order to gauge the market’s interest in a potential transaction and the principal terms and conditions thereof, such as its potential pricing or size, based on the interest expressed by the investors contacted, provided that:
- the transaction relates to: (a) financial instruments admitted to trading on a regulated market or for which a request for admission to trading on a regulated market has been made; (b) financial instruments traded on a multilateral trading facility, admitted to trading on a multilateral trading facility or for which a request for admission to trading on a multilateral trading facility has been made; (c) financial instruments traded on an unregulated organised market; or (d) financial instruments not covered by (a), (b) or (c), the price or value of which depends on or has an effect on the price or value of a financial instrument mentioned in those subparagraphs including, but not limited to, credit default swaps and contracts for difference; and
- the transaction will target more investors than those initially sounded.
The disclosure of Inside Information shall also constitute Market Sounding when a takeover bid for securities or a merger is intended to be made if: (a) the information is necessary to enable the holders of the securities being sounded to form an opinion as to their willingness to offer their securities in connection with the bid or to vote in favour of the merger; and (b) the willingness of such holders to offer their securities or to vote in favour of the merger is reasonably necessary for the decision to proceed with the takeover bid or the merger.

Conversely, communication of information in the context of an offer of securities that is addressed exclusively to qualified investors, as defined in Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council, for purposes of negotiating the contractual terms of their participation in a bond issue shall not constitute Market Sounding.

Nor shall those operations, transactions or processes that do not fall within the territorial scope of application of the Market Abuse Regulation (MAR) constitute Market Soundings, without prejudice to compliance with the legal provisions applicable to the market in question.
MAR: Regulation (EU) no 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, and any rules in implementation thereof.
Treasury Share Managers List: list governed by Article 17 below.
Insider List: list governed by Article 16 below.
Affected Persons List: list governed by Article 15 below.
Person Responsible for Inside Information: the head of the division or area who specifically assumes responsibility for leading an operation, transaction or process, in which information that may qualify as Inside Information is evidenced, received or generated, whether in the research or negotiation phase or at any other time or in any other situation.
Head of Treasury Share Management: the person appointed by the Finance, Control and Corporate Development Division as the person responsible for coordinating the Treasury Share Managers.
Head of Market Sounding: each person from the Finance, Control and Corporate Development Division responsible for Market Soundings regarding potential issues and offers of securities and financial instruments, or potential mergers and takeover bids for securities.
Rumour: speculation without an identified source or origin disseminated to the market regarding the Company, the Group or the Affected Securities, and which could influence the trading price thereof, whether covered in the media or not.
Unit: the Company’s Compliance Unit, the internal body entrusted with the duty, among others, of ensuring compliance with these Regulations.
Affected Securities: (i) transferable securities issued by the Company or other companies of the Group (excluding those issued by the listed country subholding companies forming part of the Group that approve their own rules equivalent to these Regulations, as may be adapted to the particular legal provisions of the market on which their securities are traded, as well as the subsidiaries thereof) that have been admitted to trading or for which trading has been requested on an official secondary market or other regulated markets, within multilateral trading facilities, organised trading facilities or other organised secondary markets; (ii) financial instruments and contracts granting the right to acquire or transfer such securities; (iii) financial instruments and contracts whose underlying assets consist of the aforementioned securities, instruments or contracts; and (iv) securities, instruments and contracts of entities other than the Company and the other companies within the Group in respect of which Insiders have obtained Inside Information because of their ties with the Company and, in any case, securities, instruments and contracts when so expressly determined by the Unit in order to best comply with these Regulations.

TITLE I. SUBJECTIVE SCOPE OF APPLICATION

Article 2. Subjective Scope of Application

These Regulations shall apply to the following persons, to the extent applicable:

Affected Persons.
Insiders.
The Head of Treasury Share Management and those persons that the Unit, upon a proposal by the Chief Finance, Control and Corporate Development Officer, designates from among the professionals of the Finance, Control and Corporate Development Division due to their responsibility for the management of the Company’s treasury shares, as described in Article 20 of these Regulations, or due to having deemed it necessary to subject them to the rules contained in these Regulations based on their customary and recurring access to information regarding the actions of the Company with respect to Affected Securities.
Persons who, in the opinion of the Unit, should be subject to the provisions of these Regulations due to circumstances other than those indicated in the preceding sections, in accordance with the legal provisions in effect at any time.

For purposes of the provisions of these Regulations, any reference to Insiders shall include Affected Persons from the time when they have access to the Inside Information and are so notified, and until such information ceases to be classified as such and they are so notified, without prejudice to their additional obligations due to their status as Affected Persons.

TITLE II. MANAGEMENT OF INSIDE INFORMATION

Article 3. Determination of Whether Information Constitutes Inside Information

It shall be the responsibility of the Person Responsible for Inside Information to determine whether information received or generated in financial or legal operations, transactions or processes, whether during the investigation or negotiation phase, or of which they become aware at any other time or in any other situation, constitutes Inside Information, in which case they shall be required to arrange for the corresponding Notification of Inside Information to be made on the terms and in accordance with the procedure established in Article 8 below.
Without prejudice to the foregoing, the Unit may at any time request additional information on a particular operation, transaction or process and on the classification of the information.

Article 4. Obligation to Disclose Inside Information

The Company shall publicly disclose all Inside Information that directly concerns it, as soon as possible, unless it is Inside Information relating to intermediate steps on the terms set forth in Article 5 below or a delay in disclosure thereof has been approved pursuant to the provisions of Article 6 of these Regulations.
The Company shall notify the CNMV of the public disclosure of Inside Information on the terms set forth in Article 8 below.

Article 5. Disclosure of Inside Information in Protracted Processes

In the case of a protracted process that is intended to bring about, or that results in, particular circumstances or a particular event and that occurs in distinct steps, Inside Information relating to the final circumstances or final events must be disclosed as soon as possible after the final circumstances or events have occurred, unless disclosure has been delayed in accordance with Article 6 below; accordingly, the requirement established in Article 4.1 above regarding the public disclosure of Inside Information relating to the intermediate steps of that process need not be applied, provided that those steps are connected with bringing about or resulting in those circumstances or that particular event.
The Company shall ensure the confidentiality of the Inside Information until such information is disclosed in accordance with Article 4.1 above, without prejudice to the duty to create the corresponding section of the Insider List in accordance with Article 16 of these Regulations.
The Person Responsible for Inside Information shall be responsible for assessing whether the relevant operation, transaction or process constitutes a protracted process and whether the information relating to the intermediate steps constitutes Inside Information. The Person Responsible for Inside Information shall, where applicable, make the decision that it is not appropriate to disclose the Inside Information relating to the relevant intermediate step, in accordance with section 1 above, or shall propose that such decision be made by the body with powers to approve the relevant operation, transaction or process.
Without prejudice to the foregoing, the Unit may at any time request additional information on the decision to not disclose Inside Information relating to the intermediate steps of a protracted process.
Where a decision is made to not disclose Inside Information relating to the intermediate steps of a protracted process:
1. the Person Responsible for Inside Information must immediately record the decision and may use the template approved by the Unit for such purpose, in a manner that ensures that it is retained in a durable medium, upon the terms set forth in applicable legal provisions;
2. if Inside Information relating to the intermediate steps of a protracted process has not been disclosed, the Person Responsible for Inside Information shall immediately appoint a person in charge of the corresponding section of the Insider List, who must create that section as soon as possible, in accordance with the provisions of Article 16 of these Regulations;
3. the Person Responsible for Inside Information must inform the Unit as soon as possible of the decision and the creation of the corresponding section of the Insider List; and
4. the Person Responsible for Inside Information must endeavour to ensure that the handling and transmission of such information comply with the provisions of these Regulations and with Section 7.4 of the Global Standard for Information Classification and Protection, and implement the appropriate measures to safeguard the confidentiality thereof.
Where Inside Information relating to the intermediate steps of a protracted process has not been disclosed and the confidentiality of the Inside Information is no longer ensured, the Company shall publicly disclose such information as soon as possible in accordance with the provisions of Article 8 of these Regulations.
In particular, the Inside Information relating to the intermediate steps of a protracted process that has not been disclosed in accordance with the provisions of section 1 of this Article must be publicly disclosed where a Rumour expressly relates to it and is sufficiently accurate to indicate that the confidentiality of such information is no longer ensured.

Article 6. Delayed Disclosure of Inside Information

The Company may delay the public disclosure of Inside Information provided that all the following conditions are met:
1. the decision is made as soon as possible after the Inside Information becomes known or is generated;
2. immediate disclosure is likely to prejudice the legitimate interests of the Company;
3. the Inside Information that the Company intends to delay does not contrast with the latest public announcement or other types of communication by the Company on the same matter to which the Inside Information refers; and
4. the Company is able to ensure the confidentiality of that information.
If a delay in disclosure of the Inside Information is approved pursuant to section 1 above, the CNMV shall be informed thereof immediately after the Inside Information is published, upon the terms and with the scope established in applicable legal provisions.
The Company’s non-disclosure of Inside Information relating to intermediate steps in protracted processes, pursuant to Article 5.1 above, shall not be subject to the conditions established in section 1 above.

Article 7. Decision to Delay Public Disclosure of Inside Information

The Person Responsible for Inside Information shall be responsible for assessing whether there are legitimate grounds to delay the public disclosure of Inside Information on the terms established in Article 6 above. The Person Responsible for Inside Information shall, where applicable, make such decision, or shall propose it for approval by the body with powers to approve the relevant operation, transaction or process.
Without prejudice to the foregoing, the Unit may at any time request additional information on the decision to delay the public disclosure of the Inside Information.
If a delay in the disclosure of the Inside Information is approved pursuant to Article 6.1 above:
1. the Person Responsible for Inside Information must immediately record the decision and may use the template approved by the Unit for such purpose, in a manner that ensures that it is retained in a durable medium, upon the terms set forth in applicable legal provisions;
2. the Person Responsible for Inside Information shall immediately appoint a person in charge of the corresponding section of the Insider List, who must create it as soon as possible, in accordance with the provisions of Article 16 of these Regulations;
3. as soon as possible, the Person Responsible for Inside Information must inform the Unit of the decision and the creation of the corresponding section of the Insider List; and
4. the Person Responsible for Inside Information must endeavour to ensure that the handling and transmission of such information comply with the provisions of these Regulations and with Section 7.4 of the Global Standard for Information Classification and Protection, and implement the appropriate measures to safeguard the confidentiality thereof.
If the disclosure of the Inside Information is delayed pursuant to section 1 above and the confidentiality of the Inside Information is no longer ensured, the Company shall publicly disclose such information as soon as possible in accordance with the provisions of Article 8 of these Regulations.
In particular, Inside Information for which disclosure has been delayed must be publicly disclosed if a Rumour refers expressly thereto and is sufficiently accurate to indicate that the confidentiality of such information is no longer ensured.

Article 8. Disclosure of Inside Information

Inside Information may not be disclosed by any other means unless it has first been published on the website of the CNMV. Furthermore, the content of the Inside Information disclosed to the market through any information or communication channel other than the CNMV must be consistent with the information communicated to the CNMV.
When it is appropriate to submit the Notification of Inside Information to the CNMV in accordance with the provisions of these Regulations, the Person Responsible for Inside Information shall immediately contact the secretary of the Board of Directors or, in the absence thereof, any of the deputy secretaries of the Board of Directors, in order to prepare and send to the CNMV the corresponding Notification of Inside Information.
The Person Responsible for Inside Information shall be required to prepare the draft Notification of Inside Information and the corresponding translation thereof into English and must ensure that the supporting materials for the information intended to be communicated are duly retained. These drafts shall be immediately submitted to the Office of the Secretary of the Board of Directors for the validation of their content and management of their publication in accordance with the provisions of these Regulations.
The following shall be taken into account in the preparation of the Notification of Inside Information:
1. The content of the notification shall be truthful, clear and complete.
2. The information shall be stated in a neutral manner, without bias or value judgements that prejudge or distort the scope thereof, applying the same standards to Inside Information regardless of whether it might favourably or unfavourably affect the price of the Affected Securities or of the derivative instruments related thereto.
3. The background, references or points of comparison deemed appropriate shall be included, in order to facilitate an understanding and the scope thereof.
4. Whenever possible, the information must be quantified, indicating the relevant amount, where applicable. When data are approximate, such circumstance shall be specified, and an estimated range shall be provided when possible.
5. If the Notification of Inside Information refers to an operation, transaction or process that is quantified in foreign currency, the disclosure must contain the approximate equivalent thereof in euros, based on the most recent euro exchange rate published by the European Central Bank.
6. In those circumstances in which the Inside Information being communicated refers to decisions, agreements or plans whose effectiveness is subject to prior or subsequent approval or ratification by another body, person, entity or public authority, such circumstance shall be specified.
7. If the Company discloses projections, forecasts or estimates of accounting, financial or operational figures containing Inside Information, it must comply with the following conditions:
  1. Estimates or forecasts of accounting figures subject to basic assumptions used for the calculation thereof must have been prepared in a manner consistent with the accounting rules and principles applied in the preparation of the annual accounts and be comparable to the financial information published in the past and that must subsequently be disclosed by the Company.
  2. These types of information must be clearly identified, specifying that they are projections, forecasts or estimates by the Company, which, as such, do not constitute guarantees that they will be met in the future and are subject to risks, uncertainties and other factors that might cause final performance and results to differ from the content of such projections, forecasts or estimates.
  3. It must clearly distinguish whether the disclosures are operational goals or mere estimates or forecasts regarding the expected performance of the Company. It must also identify the time frame to which the estimates or forecasts refer and specify the basic assumptions upon which they are based.
Inside Information shall be transmitted to the CNMV in the manner established thereby, correcting any defect or disruption in the transmission of the information under the Company’s control as soon as practicable. In addition, it must expressly state that it is Inside Information and clearly identify the Company as the issuer, the subject matter of the information and the date and time of the communication, without prejudice to the information published by the CNMV pursuant to law.
In addition to the information specified in the preceding section, the Company must also be in a position to communicate the following to the CNMV in connection with the Notification of Inside Information:
1. The name of the person who has provided the information.
2. Security validation data.
3. The format of the information communicated.
4. If applicable, detailed information on any restriction imposed by the Company regarding the Inside Information.
Notifications of Inside Information must be reported to the CNMV by the secretary of the Board of Directors or, in the absence thereof, by one of the deputy secretaries of the Board of Directors, by such person as is designated by any of the former, or by any other person with sufficient powers, using the CIFRADOC/CNMV system or any other means made available by the CNMV for such purpose, and within the deadlines and in accordance with the formalities established in applicable regulations.
The Company shall not misleadingly combine the disclosure to the market of Inside Information with the commercialisation of its activities.
The Company shall designate at least one authorised spokesperson before the CNMV to respond effectively and with sufficient speed to questions, verifications or requests for information by the CNMV regarding the disclosure of Inside Information.
Inside Information that is disclosed through the website of the CNMV shall be published on the Company’s corporate website. The Company shall post and maintain in chronological order on its corporate website and in an easily identifiable section, for a period of at least five years, all Inside Information it is required to disclose publicly, expressly stating for the record that the Inside Information that is published exactly corresponds with the information sent to the CNMV.
Meetings of a general nature with shareholders and the financial community and other Stakeholders must be planned in advance so as to ensure that persons participating in any such meetings do not disclose Inside Information that has not been previously disclosed to the market as indicated in this article.

Article 9. Monitoring and Tracking of the Market

The Finance, Control and Corporate Development Division (i) shall monitor and continuously track the market changes in the trading prices and volumes of the Affected Securities; and (ii) in the event of unusual changes in trading prices or volumes of the Affected Securities, it may ask the Unit if any section of the Insider List is open or whether any Market Sounding is in progress, and if so, after contacting the Person Responsible for Inside Information or the Head of Market Sounding in order for them to report the status of the current transaction, shall report to the Unit if it observes an extraordinary or inappropriate situation or one that might derive from conduct that could involve a violation of these Regulations, the MAR or any other legal provision regulating the securities markets.
In relation to the foregoing, the Finance, Control and Corporate Development Division shall analyse whether there is reasonable evidence that such changes are a result of a Leak and shall report its conclusions to the Unit, which shall act in accordance with the following:
1. If it is aware or suspects that there is evidence of a Leak, the Unit shall take the appropriate actions and measures in accordance with the provisions of Article 14 below.
2. If it is not aware of any evidence of a Leak, the Unit may take any initiatives that it deems appropriate in light of the potential causes to which the abnormal change in the trading price or trading volume of the Affected Securities is attributed.

Article 10. Obligations Regarding the Handling of Inside Information

Insiders (other than External Advisers) shall be obliged to know and comply with the internal rules and procedures established for the protection of Inside Information, particularly in these Regulations and in Section 7.4 of the Global Standard for Information Classification and Protection.
The Unit shall inform Insiders (other than External Advisers) of the provisions in Section 7.4 of the Global Standard for Information Classification and Protection.
In the case of External Advisers, a confidentiality undertaking must be signed with the Company prior to the transmission of any Inside Information by the Person Responsible for Inside Information, except when they are subject to a duty of professional secrecy under the rules of their profession. External Advisers shall be informed in any event of the inside nature of the information that will be provided to them and of the obligations they assume with respect thereto, as well as their obligation to create and keep up-to-date their own insider list in accordance with the provisions of the MAR, which shall include the persons of their organisation who have access to Inside Information. External Advisers shall be sent a written notice for this purpose in the form approved by the Unit, requesting them to state that they are aware of all of the foregoing.
Insiders must refrain from directly or indirectly engaging in the following conduct, whether for their own account or the account of another:
1. Preparing or carrying out any type of transaction involving the Affected Securities, including acquiring, transferring or disposing of the Affected Securities using Inside Information, for their own account or for the account of a third party, directly or indirectly, and using Inside Information, whether for their own account or for the account of a third party, to cancel or amend an order relating to the Affected Security where the order was placed before they became aware of the Inside Information. They must also refrain from even attempting to engage in any of the foregoing transactions.
  This excludes preparing and carrying out transactions whose existence itself constitutes the Inside Information, as well as transactions in good faith effected pursuant to a pending obligation to acquire, transfer or assign transferable securities or financial instruments when such an obligation is contemplated in an agreement entered into before the Insider in question has come into possession of the Inside Information, or by a manager pursuant to a discretionary portfolio management contract signed by the Insider, as well as other transactions effected in accordance with applicable legal provisions.
2. Disclosing such information to third parties other than in the normal course of their work, profession or duties, provided, however, that those to whom the information is disclosed in the normal course of their work, profession or duties must be subject, by law or under contract, to a duty of confidentiality and that they have confirmed to the Company that they have the necessary means to protect it.
3. Recommending to a third party that they engage in any of the transactions in Affected Securities referred to in letter a) above, or inducing them to do so, or to cause another to engage in said transactions based on Inside Information (both if the person recommending or inducing the transactions knows or should know that the recommendation or inducement is based on Inside Information).
Insiders shall also be obliged to:
1. safeguard the confidentiality of the Inside Information to which they have access, without prejudice to their duties of communication and cooperation with court and administrative authorities under the terms set forth in the MAR and other applicable legal provisions;
2. limit knowledge thereof strictly to those persons, inside or outside the Group’s companies, for whom access to the knowledge is essential, with special care taken to ensure that no Treasury Share Manager has access thereto;
3. adopt appropriate measures to prevent the Inside Information from being misused or abused; and
4. give immediate notice to the Unit of any misuse or abuse of Inside Information of which they are aware.
Except for the circumstance provided for in Article 17.5 of these Regulations, the preceding sections 1 to 4 of this article shall not apply to Treasury Share Managers, who are not authorised to access Inside Information.
Insiders who hold Documents containing Inside Information must act diligently in the use, handling and processing thereof, and shall be responsible for their custody and retention and for maintaining their confidentiality, in accordance with the provisions of these Regulations and of Section 7.4 of the Global Standard for Information Classification and Protection (or, in the case of the External Advisers, the similar provisions established by the organisations to which they belong).
The areas that handle Inside Information shall not allow access to their records, files or computer systems to any Treasury Share Manager or to any person who is not a member thereof, unless authorised by the Person Responsible for Inside Information in the customary decision-making processes previously established by Company.

Article 11. Market Manipulation

Affected Persons, Treasury Share Managers and Insiders must refrain from preparing or engaging in any type of practice that might entail market manipulation. They must also refrain from even attempting to engage in any of said practices.
Market conduct or practices allowed by the competent authorities in accordance with the standards set out in applicable legal provisions are excluded from this prohibition.
For these purposes, market manipulation shall include the following activities:
1. entering into a transaction or placing an order to trade or any other behaviour which:
  1. gives, or is likely to give, false or misleading signals as to the supply of, demand for or price of, an Affected Security; or
  2. secures, or is likely to secure, the price of one or more Affected Securities at an abnormal or artificial level;
  unless the person entering into a transaction, placing an order to trade or engaging in any other behaviour establishes that such transaction, order or behaviour has been carried out for legitimate reasons, and conforms to an accepted market practice accepted by the CNMV;
2. entering into a transaction, placing an order to trade or any other activity or behaviour which affects or is likely to affect the price of one or more Affected Securities, which employs a fictitious device or any other form of deception or contrivance;
3. disseminating information through the media, including the internet, or by any other means, which gives, or is likely to give, false or misleading signals as to the supply of, demand for or price of an Affected Security, or is likely to secure the price of one or more Affected Securities at an abnormal or artificial level, including the dissemination of rumours, where the person who made the dissemination knew, or ought to have known, that the information was false or misleading; or
4. transmitting false or misleading information or providing false or misleading inputs in relation to a benchmark where the person who made the transmission or provided the input knew or ought to have known that it was false or misleading, or any other behaviour which manipulates the calculation of a benchmark.

Article 12. Market Soundings

Whether or not Inside Information is shared, any Market Sounding carried out directly by the Company or any other company of the Group itself to which these Regulations apply without the participation of any third party performing such Market Sounding on behalf of the Group’s companies must be carried out in compliance with the requirements established in this article and in applicable legal provisions.
Prior to any Market Sounding, the Head of Market Sounding must assess whether it involves the disclosure of Inside Information or inside information regarding financial instruments other than Affected Securities, recording his or her conclusion and the reasons leading thereto in writing. This assessment and recording shall be repeated with each new piece of information to be shared.
Prior to the notification of inside or non-inside information within the context of a Market Sounding, the Head of Market Sounding shall:
1. Inform the Unit of the Market Sounding to be performed, so that it can perform the duties assigned thereto by these Regulations.
2. Obtain the consent of each person receiving the Market Sounding to receive Inside Information.
3. Inform the person receiving a Market Sounding that he/she is prohibited from using, or attempting to use, the Inside Information they are to receive by acquiring, transferring or disposing of, for their own account or for the account of a third party, directly or indirectly, financial instruments relating to that information or by cancelling or modifying an order already placed relating to a financial instrument to which the information relates, and that by agreeing to receive the information he/she undertakes to maintain the confidentiality thereof.
4. Establish the manner in which information will be transmitted, which may be in oral or written form, at physical meetings, through telephone calls or videoconferences, or by any other legally permissible means. If by telephone, by video-conference or similar means of communication, procedures shall be put in place to ensure that communications are recorded after obtaining the consent of the recipients of the Market Sounding to such recording.
5. Determine the standardised set of information to be shared equally with all recipients of the Market Sounding, which must respect the minimum content required by applicable legal provisions, and the sequence in which it should be produced.
6. If inside information will be communicated within the context of the Market Sounding, limit the market sounding to the content of the standardised set of information determined in accordance with the provisions of paragraph e) above, and comply with the sequential order established thereby, all in accordance with the legal provisions in force at any time.
7. Prepare, or ensure that the designated person prepares, minutes or notes of non-recorded meetings or conversations, which must be signed by the recipients of the Market Sounding present at the non-recorded meeting or conversation.
If the Head of Market Sounding believes that information that has been disclosed to a person in the course of a Market Sounding ceases to be inside information, the recipient shall be informed of that fact as soon as possible by conveying thereto: (a) the date and time such event took place; (b) the identity of the Company or Group company that carried out the Market Sounding; (c) the transaction covered by the Market Sounding; and (d) the date and time of the Market Sounding. This obligation shall not apply in cases where the information has otherwise been publicly announced.
The Head of Market Sounding must make, maintain and retain the legally required records in relation to the Market Soundings conducted, which shall include at least the following information for each Market Sounding: (a) the conclusion as to whether the information to be shared in the Market Sounding is inside information; (b) the persons receiving the Market Sounding; (c) the standard set of information shared; (d) the procedures designed to conduct the Market Sounding; (e) where applicable, the information pursuant to which it has been concluded that the information communicated is no longer inside information and the notifications made in this regard; and (f) the communications of information made, including documents provided, telephone recordings, copies of documentation sent by correspondence, recordings of videoconference meetings and minutes or notes of unrecorded meetings or conversations.
Records relating to Market Soundings conducted must be prepared and retained using the templates established, where applicable, by the market abuse rules in force from time to time.
The Head of Market Sounding shall keep the records referred to in the preceding sections for a period of at least five years and must communicate them to the CNMV upon request, after informing the Unit.
If any financial intermediary or other third party performs Market Sounding activities directly on behalf of the Group’s companies, the Company or the relevant Group company concerned shall ensure that, when engaging its services, the financial intermediary accepts the obligation to comply with such provisions.

Article 13. Management of News or Rumours

The Finance, Control and Corporate Development Division shall continuously monitor and track Rumours that are disclosed to the market, as well as News of which the Company should reasonably be aware.
For these purposes, the Finance, Control and Corporate Development Division shall establish the necessary coordination mechanisms with the Global Communications Division in order to have permanent access to such News.
If the Finance, Control and Corporate Development Division becomes aware of the existence of News or a Rumour regarding information that the Company has not previously provided to the CNMV through the corresponding Notification of Inside Information, it shall analyse the relevance of the information disseminated in accordance with the criteria that it deems appropriate in each case, taking into account, without limitation, the potential impact that the actual materialisation of the content of the News or Rumour could have on the accounting or financial figures of the Company or its Group and on the trading price of the Affected Securities, as well as the change in the trading price of the Affected Securities as a result of the News or Rumour. In particular, in those cases in which the News or Rumour is disclosed during a trading session, particular attention shall be paid to the changes in trading volumes and prices of the Affected Securities in order to assess the significance of the disseminated information. In addition, the Finance, Control and Corporate Development Division shall analyse the truthfulness of the News or Rumour, for which purposes it shall carry out, in coordination with the Unit, such internal investigations and consultations as it deems appropriate.
After carrying out the relevant analyses of significance and truthfulness, the Finance, Control and Corporate Development Division shall proceed as set out below:
1. If it determines that the information disseminated to the market is significant and truthful, it shall contact the secretary of the Board of Directors and, in the absence thereof, any of the deputy secretaries of the Board of Directors, to assess the appropriateness of publishing a Notification of Inside Information in order to clearly and accurately report the events to which the disseminated News or Rumour refers.
2. If it considers that the information disseminated to the market is significant but it has insufficient evidence to determine the truthfulness thereof, it shall assess the appropriateness of asking the CNMV to conduct the necessary verifications and investigations so that the CNMV itself, or the corresponding person, can make a clear, full and accurate public statement regarding the News or Rumour.
3. If it determines that the information disseminated to the market is insignificant or untrue, it may take the necessary measures to refute, if applicable, any incorrect News and Rumours that could harm the interests of the shareholders and investors.
The Finance, Control and Corporate Development Division shall report to the Unit on the result of the analysis of the News or Rumours, as well as on any measures that have been approved in accordance with the preceding section, so that the Unit can assess the suitability of taking any further action. Without prejudice to the foregoing, the Board of Directors may take such actions as it deems suitable to safeguard the corporate interest in response to the dissemination of Rumours that could affect the ordinary course of business of the Company or the Group, or the trading price of the Affected Securities.
The Finance, Control and Corporate Development Division shall report to the Unit, upon request, on its work of continuous monitoring and tracking the movements in the trading prices and volumes of the Affected Securities, and on the Rumours and News that are disseminated to the market.

Article 14. Leak or Unlawful Use of Inside Information

If any person subject to these Regulations detects a potential Leak or an unlawful use of Inside Information, they must notify the Unit of such circumstance as soon as possible by informing the chair thereof or, in the absence thereof, the Chief Compliance Officer or the secretary of the Unit.
Following receipt of this notification or when the Unit otherwise becomes aware of the possible occurrence of a Leak or unlawful use of Inside Information, the Unit shall follow the procedure established in the Case Processing Guide of Iberdrola, S.A., approved by the Unit, subject to the special rules established in this Article.
The Unit may request from the Finance, Control and Corporate Development Division, as well as from any other division of the Company, such additional data and information as it deems necessary in relation to the procedure established in the Case Processing Guide of Iberdrola, S.A. If it is suspected that the Leak or unlawful use of Inside Information comes from or has been carried out by External Advisers or by any other person or entity not forming part of the Group, the provisions of section 6 below shall apply.
Upon the acceptance for processing of the corresponding case investigation, the Unit, after consulting with the Legal Affairs Division and, if applicable, with the secretary or, in the absence thereof, with any of the deputy secretaries of the Board of Directors, shall inform the CNMV of the opening of the case when legally applicable and if it deems it appropriate to do so even if not required, provided that it does not include personal data regarding the subject of the investigation that would make it possible to identify them.
In addition to the provisions of the Case Processing Guide of Iberdrola, S.A., the Unit may ask the subject of the investigation to:
1. provide the Company with all supporting documentation for the transactions under investigation, as well as all information in their possession in relation to such transactions; and
2. provide their express written consent for the Company to contact the financial intermediaries through which the transactions under investigation have been carried out, or other third parties when appropriate.
If the subject of the investigation declares that they are prepared to grant the consent referred to in section b) above, they shall be asked to send a communication to each of the third parties that the Company intends to contact within the scope of the case, authorising them to provide the Company with the required information. The communication shall include the necessary provisions pursuant to applicable personal data protection law.

Alternatively, if the financial intermediary or third party requires any kind of guarantee or indemnification that the Unit deems not appropriate to grant, or if for any other reason it is not deemed appropriate to gather the information directly from the third parties, the subject of the investigation shall be asked to personally request the corresponding information so that it can be sent to the Company in a sealed envelope and subsequently opened in the presence of the subject of the investigation.
After consulting with the Legal Affairs Division and, if applicable, with the secretary or, in the absence thereof, with any of the deputy secretaries of the Board of Directors, the Unit shall notify the CNMV of the resolution of the case when legally necessary, and it may do so if it deems it appropriate even if not required, provided that it does not include personal data regarding the subject of the investigation that would make it possible to identify them.
If, following completion of the procedure established in the Case Processing Guide of Iberdrola, S.A., the Leak or unlawful use of Inside Information is confirmed to be attributable to an External Advisor or to any other person or entity not forming part of the Group, the Unit shall notify the Legal Affairs Division to determine the approval of the measures deemed suitable with respect to the responsible person or entity.

TITLE III. INCLUSION IN LISTS

Article 15. Inclusion in the Affected Persons List

Affected Persons, as well as Persons Closely Associated with Persons Discharging Managerial Responsibilities, shall be included in the Affected Persons List, which the Unit shall be responsible for preparing and updating, in accordance with the templates legally established for such purpose, and without prejudice to their inclusion in the corresponding section of the Insider List if they access Inside Information. The Affected Persons List shall contain at least the following particulars:
1. Identity of the Affected Persons and, where applicable, of the Persons Closely Associated with Persons Discharging Managerial Responsibilities.
2. Reason for including such persons in the Affected Persons List.
3. Dates and times of creation and update of such list.
The Affected Persons List shall be updated immediately in the following cases:
1. Where there is a change in the reason for including a person already on the list.
2. Where a new person needs to be added to the list, in which case there shall be a notation of the date and time when such circumstance occurred as well as the reasons why they are being added.
3. Where an Affected Person who has been included in the Affected Persons List due to having regular and recurring access to Inside Information ceases to have such access, in which case the date and time when such circumstance occurs shall be noted.
The Unit shall review, at least on an annual basis, the identity of the persons included in the Affected Persons List.
The data contained in the Affected Persons List must be kept for at least five years from the date of creation of the list or, if subsequent thereto, from the last update thereof. However, if an Affected Person loses this status and therefore ceases to be recorded in the Affected Persons List, the Unit must keep the data regarding such person for a period of five years from the person losing the status of Affected Person.
The Unit shall inform the Affected Persons (other than those indicated in the paragraph immediately below) of their inclusion in the Affected Persons List by means of a communication that may follow the form approved by the Unit for such purpose. This communication shall also inform them that they are subject to the Regulations and of their rights and duties thereunder, their obligation to comply with Section 7.4 of the Global Standard for Information Classification and Protection, the prohibition against the use of Inside Information and the violations and penalties deriving from a failure to comply with said rules, as well as the relevant legal provisions on the protection of personal data. In addition, in the communication they shall be sent a copy of these Regulations and of the Global Standard for Information Classification and Protection, or, in the absence thereof, they shall be provided with a hyperlink via which they shall have access to both sets of rules.
If the Affected Persons are directors, the secretary, the deputy secretaries, the legal counsel to the Board of Directors or the secretaries of the committees of the Board of Directors, the Unit shall send the communication referred to in the immediately preceding paragraph to the Office of the Secretary of the Board of Directors so it can forward it thereto.
Persons Discharging Managerial Responsibilities must give written notice to the respective Persons Closely Associated with them of the obligations arising from these Regulations and maintain a copy of the corresponding communication.
No later than fifteen days after the date on which they receive the communication referred to in section 4 above, Affected Persons must deliver to the Unit a duly signed acknowledgement statement with the terms attached as Annex 1 to these Regulations, which shall be maintained by the Unit.
In the case of directors, the secretary, the deputy secretaries, the counsel to the Board of Directors and the secretaries of the committees of the Board of Directors, the form of acknowledgement statement included in said annex or such other statement determined by the Office of the Secretary of the Board of Directors to such end shall be used, and the Office shall send these signed consent statements to the Unit for filing.
The Unit shall keep a copy of the Affected Persons List in electronic format, which shall be made available to the supervisory authorities. The electronic format shall at all times ensure:
1. the confidentiality of the information included;
2. the accuracy of the information appearing in the Affected Persons List; and
3. access to prior versions of the Affected Persons List and the retrieval thereof.

Article 16. Inclusion in the Insider List

The Insider List shall be divided into sections, with a separate section for each specific piece of

Inside Information, which shall be drawn up in accordance with the template approved by the Unit and shall at all times include the information required to be included in the Insider List in accordance with applicable legal provisions.
Each section of the Insider List must include all persons who have access to the same specific Inside Information, without prejudice to the provisions of section 3 below.
The Person Responsible for Inside Information shall appoint a person responsible for creating and updating the sections into which the Insider List is organised, who must submit a copy of each section to the Unit.
A separate section may be created in the Insider List, in which the personal data of persons with regular and recurring access to Inside Information. This section shall be prepared using the template approved by the Unit and shall at all times include the information required to be included in the Insider List in accordance with applicable legal provisions.
The prior inclusion of a person in the Affected Persons List shall not exempt that person from the obligation to include them in the corresponding Insider List from the time that person has had access to Inside Information.
The Insider List must be updated in the same circumstances as the Affected Persons List. Furthermore, the data entered in the Insider List must be retained for at least for five years from the date of their entry, or if later, from the date of the most recent thereof.
The person responsible for each section of the Insider List shall send by e-mail a notice that may follow the form approved by the Unit for such purpose, addressed to the persons listed in the aforementioned section and informing them of the rights and the circumstances set forth in Article 15.4 above, the prohibition against engaging in transactions in Affected Securities while they are Insiders, their duty of confidentiality regarding the Inside Information, the prohibition against the use thereof, any infringements and sanctions and that may arise from the improper use of Inside Information, the obligation to comply with the provisions of Section 7.4 of the Global Standard for Information Classification and Protection, and their obligation to inform such responsible person of the identity of any other persons to whom Inside Information is provided in the ordinary course of their employment, profession or duties, in order for such persons to also be included in the Insider List.
The person responsible for the corresponding section of the Insider List shall include in the notice referred to in the immediately preceding paragraph a copy of the current versions of these Regulations and of the Global Standard for Information Classification and Protection (or, failing that, shall include a hyperlink through which both standards may be accessed). Likewise, there shall be included in such notice the obligation of each of the Insiders to send to the person responsible for the corresponding section of the Insider List the form of acknowledgement statement on the terms of the form attached hereto as Annex 2, duly completed and signed, within no more than forty-eight hours of receipt of such notice. Alternatively, if the person responsible deems it appropriate, the statement may be made by e-mail responding to the notice sent by the person responsible for the corresponding section of the Insider List, acknowledging their inclusion in the Insider List and stating that they are aware of the legal and regulatory obligations that this entails (including applicable penalties).

If a section of the Insider List is closed, the person responsible for that section shall give written notice of this circumstance to the Unit. He or she shall also give notice of the closure of such section to the persons appearing therein by means of a communication in the form approved by the Unit, notifying them that they have ceased to be Insiders in relation to the item of Inside Information that gave rise to the opening of the section in question and of the lifting of the restrictions provided for in the notice referred to in the first paragraph of this section.
Communications to directors, the secretary, the deputy secretaries and the legal counsel to the Board of Directors and to the secretaries of the committees of the Board of Directors shall be channelled through the Office of the Secretary of the Board of Directors. For these purposes, the person responsible for the corresponding section of the Insider List must inform the Office of the Secretary of the Board of Directors regarding the inclusion in such list of any of these people, as well as the closure thereof.
The Unit shall keep a copy of the Insider List, which shall be made available to the supervisory authorities, in electronic format. The electronic format shall at all times ensure:
1. the confidentiality of the information included;
2. the accuracy of the information appearing in the Insider List; and
3. access to prior versions of said list and to the retrieval thereof.

Article 17. Inclusion in the Treasury Share Managers List

Treasury Share Managers shall be included in the corresponding Treasury Share Managers List, the preparation and update of which shall be the responsibility of the Unit, in accordance with the templates legally established for this purpose. Such list shall contain the following information:
1. Identity of the Treasury Share Managers.
2. Reason why such persons have been included in the Treasury Share Managers List.
3. Dates and times of creation and update of such list.
The Treasury Share Managers List shall be immediately updated in the following cases:
1. Where there is a change in the reason for including a person already on the list.
2. Where a new person needs to be added to the list.
3. Where the Unit, upon a proposal of the Company’s Chief Finance, Control and Corporate Development Officer, finds that a person who appeared in the Treasury Share Managers List should be removed therefrom because such person ceases to participate in the Company’s Treasury Share Transactions, in which case the date and time when such circumstance occurs shall be noted.
The Unit shall review, at least on an annual basis, the identity of the persons included in the Treasury Share Managers List.
The data contained in the Treasury Share Managers List must be kept for a period of at least five years from the date of creation of the list or, if subsequent thereto, from the last update thereof. However, if a Treasury Share Manager loses this status and therefore ceases to be registered in the Treasury Share Managers List, the Unit must keep the data regarding such person registered in the Treasury Share Managers List for a period of five years from the person losing the status of Treasury Share Manager.
The Unit shall inform Treasury Share Managers of their inclusion in the Treasury Share Managers List and of the rights and circumstances provided for in Article 15.4 above.
If the Treasury Share Managers have had access to any Inside Information despite the precautions taken in compliance with applicable law and the Company’s internal regulations in this area, they shall be required to immediately inform the Unit and the Company’s Chief Finance, Control and Corporate Development Officer of this circumstance in order to comply with Article 21.2 of these Regulations; in this case, the Unit shall inform Treasury Share Managers of the need to refrain from engaging in, ordering or participating in the process of deciding upon Treasury Share Transactions and of the special obligation of confidentiality that they assume with respect to Treasury Share Transactions.
If it is decided, with the approval of the Company’s Chief Finance, Control and Corporate Development Officer, that any Treasury Share Manager will participate in an operation, transaction or process, in the investigation or negotiation phase, during which information susceptible of being considered Inside Information is received or generated, the Treasury Share Manager shall refrain from engaging, ordering or participating in the process of deciding on or implementing Treasury Share Transactions.

The Treasury Share Manager must give immediate notice of such circumstance to the Unit, as well as the Company’s Chief Finance, Control and Corporate Development Officer, who shall take the appropriate measures in such regard.

The Treasury Share Manager must also be removed from the Treasury Share Managers List, noting the date and time when such circumstance occurs, and shall be included in the corresponding section of the Insider List for the transaction. Once the Treasury Share Manager is removed from the corresponding section of the Insider List, the Treasury Share Manager shall again be included in the Treasury Share Managers List after authorisation from the Company’s Chief Finance, Control and Corporate Development Officer and the director of the Unit, noting the date and time of inclusion thereof. If the Treasury Share Manager affected by the measure is the Head of Treasury Share Management, the Company’s Chief Finance, Control and Corporate Development Officer must simultaneously appoint another person to perform the duties of Head of Treasury Share Management until the Head of Treasury Share Management is once again included.
No later than fifteen days after receiving a copy of these Regulations, the Treasury Share Managers must deliver to the Unit a duly signed acknowledgement statement on the terms of the form attached as Annex 3 hereto.
The Unit shall keep a copy of the Treasury Share Managers List in electronic format, which shall be made available to the supervisory authorities. The electronic format shall at all times ensure:
1. the confidentiality of the information included;
2. the accuracy of the information appearing in the Treasury Share Managers List; and
3. access to prior versions of said List and to the retrieval thereof.

TITLE IV. PERSONAL TRANSACTIONS

Article 18. Notification of Personal Transactions

Within three working days of carrying out any Personal Transactions for their own account, Affected Persons and Treasury Share Managers shall send a notice to the Unit, by any means allowing for the receipt thereof, indicating the reason for the notice, the date and place, the type, the volume, the price, the number and description of the Affected Securities, the market on which the Personal Transaction has been carried out, where applicable, as well as, where applicable, the intermediary through which it has been carried out, and in the case of Persons Discharging Managerial Responsibilities, the identity of the Person Closely Associated performing the Personal Transaction, where applicable, for which purpose they may use the template attached hereto as Annex 4.
Without prejudice to the foregoing, Affected Persons (other than Persons Discharging Managerial Responsibilities) and Treasury Share Managers shall not be obliged to notify the Unit of the acquisition of shares that have been delivered as remuneration, or the subscription of shares in share capital increases with a charge to reserves in the exercise of free-of-charge allocation rights.
The provisions of section 1 shall apply to all subsequent Personal Transactions once the volume of said transactions (each of the indicated persons considered individually) has reached a total amount of twenty thousand euros during a calendar year. Notifications of Personal Transactions performed until reaching this amount need not be provided. The calculation of the above threshold shall include the sum of all transactions (including acquisitions without consideration, in which case Affected Securities so acquired shall be valued at their market value on the date of acquisition), without any offset among transactions with positive or negative results, such as purchases and sales.
Any disclosure that directors, the secretary, the deputy secretaries and the legal counsel to the Board of Directors and the secretaries of the committees of the Board of Directors must make to the Unit pursuant to the provisions of these Regulations must be made through the Office of the Secretary of the Board of Directors.
The Unit shall keep a register of the communications mentioned in section 1 above. The content of such register shall be secret and may only be disclosed to the Board of Directors or to such person as it designates in the course of a specific action, as well as to court and governmental authorities within the framework of applicable proceedings.
The provisions of the foregoing sections shall be deemed to be without prejudice to the obligations binding upon directors and Members of Management to report Personal Transactions by Persons Discharging Managerial Responsibilities and Persons Closely Associated with them to the CNMV in compliance with applicable legal provisions.
The Unit shall inform each of the persons to whom this article applies of the obligation to comply with it.

Article 19. Limitations on Personal Transactions

Affected Persons, Treasury Share Managers and Persons Closely Associated with Persons Discharging Managerial Responsibilities may not conduct Personal Transactions, for their own account or on behalf of third parties, directly or indirectly:
1. During a period of thirty calendar days prior to the date provided for the disclosure by the Company to the markets of the content of the half yearly or yearly financial report. In any event, the Unit may provide that the aforementioned period be greater and may also apply the rules on prohibition against Personal Transactions to other cases in which said prohibition is advisable due to the nature thereof. The Unit shall communicate to Affected Persons and Treasury Share Managers both the order prohibiting Personal Transactions as well as the lifting of the suspension, and if such communication is addressed to Persons Discharging Managerial Responsibilities, they must in turn notify the Persons Closely Associated with them.
  For purposes of clarification, neither the acquisition of shares as a result of the delivery thereof as remuneration nor the subscription of shares in capital increases with a charge to reserves in the exercise of the free-of-charge allocation rights given to the Affected Persons, Treasury Share Managers and Persons Closely Associated with Persons Discharging Managerial Responsibilities as owners of the Company’s shares shall be subject to the restrictions established in the immediately preceding paragraph.
2. When they have Inside Information pursuant to the provisions of Article 10 of these Regulations, except for the instances provided for in Article 10.3 above.
3. When expressly determined by the Unit in order to best comply with these Regulations.
  In any event, the Unit may decide that the conduct of any Personal Transactions or of those transactions whose amount exceeds a certain threshold be submitted for its prior authorisation, of which it shall notify the Affected Persons and the Treasury Share Managers. If such communication is addressed to Persons Discharging Managerial Responsibilities, they must in turn notify the corresponding Persons Closely Associated with them.
Insiders may not conduct Personal Transactions while they have such status, except in the instances set forth below and in Article 10.3 of these Regulations.
For purposes of clarification, Insiders may acquire shares as a result of the delivery thereof as remuneration and subscribe shares in capital increases with a charge to reserves, in the exercise of the free-of-charge allocation rights given to Insiders as owners of the Company’s shares shall be deemed Personal Transactions in Affected Securities. However, for so long as they maintain such status, Insiders may not sell said free-of-charge allocation rights or the shares received as remuneration or subscribed in the exercise of said free-of-charge allocation rights.

If Insiders have any question regarding the scope of the prohibition set forth in this section, they must submit them to the director of the Unit, who may forward them to the Unit. Insiders must refrain from taking any action until they have received an answer to their inquiry from the director of the Unit.
Without prejudice to Articles 10 and 11 of the Regulations and other applicable legal provisions, the Unit may authorise Affected Persons and, in the case of Persons Discharging Managerial Responsibilities, the respective Persons Closely Associated with them, to engage in Personal Transactions for a limited period of time within the period set out in letter a) of section 1 above, in any of the following instances:
1. In exceptional circumstances, such as severe financial difficulty, which require the immediate sale of the Affected Securities, in any case after a written request addressed to the Unit (or to the Office of the Secretary of the Board of Directors in the case of directors, the secretary, the deputy secretaries or the legal counsel to the Board of Directors, as well as the secretaries of the committees of the Board of Directors) describing and providing the reasons for the Personal Transaction by the relevant Affected Person, or in the case of a Person Discharging Managerial Responsibilities, by the Person Closely Associated with them.
2. Personal Transactions conducted within the framework of an employee participation or savings plan, or related thereto, and employee plans relating to financial instruments other than shares of the Company or regarding pre-emptive subscription rights or bonus Affected Securities, without prejudice to the provisions of the second paragraph of Article 19.1.a) above.
3. Personal Transactions in which the interest in the relevant security does not change.
4. In the case of transactions or trading activities that are not related to active investment decisions made by Affected Persons, or in the case of Persons Discharging Managerial Responsibilities, by the respective Persons Closely Associated with them, or that are the result solely of external factors or third parties, or that are trading operations or transactions, including the exercise of derivatives, based on predetermined terms.
In any event, the Affected Person must demonstrate to the Unit that the specific Personal Transaction cannot be effected at another moment in time that is not during the closed period set out in letter a) of section 1 above.
If Affected Persons (other than directors, the secretary, deputy secretaries and the legal counsel to the Board of Directors, as well as the secretaries of the committees) have any questions regarding Personal Transactions, they must submit them to the director of the Unit, who may forward them to the Unit. Affected Persons must refrain from taking any action until they have received an answer to their inquiry from the director of the Unit. By way of exception, directors (as well as the secretary, deputy secretaries, the legal counsel to the Board of Directors and the secretaries of the committees of the Board of Directors) shall follow the same procedure, submitting their questions to the Office of the Secretary of the Board of Directors, which will make a decision in consultation, if applicable, with the Unit or with the director thereof.

Article 20. Portfolio Management

Whenever any Affected Person or Treasury Share Manager or, in the case of Person Discharging Managerial Responsibilities, the respective Person Closely Associated with them, sign a discretionary portfolio management contract, such contract shall be deemed to be a Personal Transaction. Therefore, the following rules shall apply to such contracts:

Authorisation: the formalisation of discretionary portfolio management contracts by Affected Persons, Treasury Share Managers or, in the case of Persons Discharging Managerial Responsibilities, the respective Persons Closely Associated with them, shall require the prior authorisation of the Unit, which shall verify that the contract will comply with the provisions of the paragraph c) below. A denial of the authorisation shall be duly substantiated.
Communication: after obtaining the authorisation referred to in the preceding letter, Affected Persons (other than directors, the secretary, the deputy secretaries and the legal counsel to the Board of Directors, as well as the secretaries of the committees of the Board of Directors) and the Treasury Share Managers must report to the Unit any portfolio management contracts that they formalise within three business days of the date of execution, and must provide the aforementioned body, on a half yearly basis, with a copy of the information sent to them by the portfolio manager in relation to the Affected Securities, including the date, number, price and type of transactions conducted, all without prejudice to the provisions of Article 18. Directors, the secretary, the deputy secretaries and the legal counsel to the Board of Directors, as well as the secretaries of the committees of the Board of Directors, shall send such notifications upon the same terms to the Office of the Secretary of the Board of Directors.
Contracts: the discretionary portfolio management contracts must expressly state that they are subject to these Regulations.
They must also contain an express instruction to the manager to refrain from engaging in those transactions in Affected Securities that are prohibited by these Regulations.

By way of exception to the provisions of the immediately preceding paragraph, discretionary portfolio management contracts that do not contain the aforementioned instruction may be executed if they are executed at a time when the Affected Persons or the Treasury Share Managers or, in the case of a Person Discharging Managerial Responsibilities, the corresponding Person Closely Associated with them, is not in possession of Inside Information and if it is absolutely and irrevocably guaranteed in said contracts:
1. that the transactions shall be carried out without the participation of above persons, and therefore exclusively using the professional judgement of the manager and in accordance with the criteria generally applied to customers with similar financial and investment profiles; and
2. that the corresponding transaction in Affected Securities shall be immediately disclosed in order for the above persons to be able to comply with their duty of disclosure pursuant to the provisions of Article 18 of these Regulations.
Prior contracts: Contracts formalised prior to the effectiveness of these Regulations or to the consideration of a person as an Affected Persons or a Treasury Share Manager must be adapted to the provisions set forth herein. Until such adaptation occurs, Affected Persons or Treasury Share Managers or, in the case of Persons Discharging Managerial Responsibilities, the corresponding Persons Closely Associated with them, shall direct the manager not to carry out any transaction in the Affected Securities.

TITLE V. TREASURY SHARE TRANSACTIONS

Article 21. Treasury Share Transactions regarding Shares of the Company

Treasury Share Transactions shall always pursue lawful aims, such as, among others, providing investors with sufficient liquidity and depth in the trading of shares of the Company, stabilising the price of the shares after a public offering for the sale or subscription of shares through the loan by the Company of its own shares and the grant to the underwriters of the transaction of an option to purchase or subscribe the shares, implementing programmes for the purchase of the Company’s own shares approved by the Board of Directors under the corresponding authorisation of the shareholders acting at a General Shareholders’ Meeting, complying with legitimate previously agreed commitments, or any other purpose allowed under applicable law.
Treasury Share Transactions by the Group’s companies shall in no event be carried out based on Inside Information.
The management of treasury shares shall be implemented with complete transparency in the relations with supervisors and with market regulators.
The Finance, Control and Corporate Development Division, as the body responsible for conducting Treasury Share Transactions, shall perform the following duties:
1. Appoint the Head of Treasury Share Management, who will report monthly to the Audit and Risk Supervision Committee on trading in own shares of the Company and financial instruments and contracts of any kind traded on organised secondary markets that give the right to acquire or whose underlying assets are such shares.
2. Manage treasury shares in accordance with the provisions of this article.
3. Continuously monitor and track the market performance of the trading prices and volumes of the Company’s shares.
4. Keep a file of all Treasury Share Transactions that have been ordered and carried out.
5. Through the Head of Treasury Share Management, inform the Unit, at the request thereof, regarding the market performance of the trading prices and volumes of the Company’s shares and regarding Treasury Share Transactions carried out, as well as report such transactions to the CNMV in compliance with applicable legal provisions and with the liquidity agreement that the Company has signed or is going to sign with a market member.
If Treasury Share Managers have any inquiries regarding transactions in Affected Securities, they must submit them to the Company’s Chief Finance, Control and Corporate Development Officer, who may respond thereto or send them to the director of the Unit for resolution or, if the director of the Unit deems it appropriate, for forwarding to the Unit. Treasury Share Managers must refrain from taking any action until they obtain the corresponding answer to their inquiry from the Company’s Chief Finance, Control and Corporate Development Officer or the director of the Unit, as applicable.
The Company shall endeavour to ensure that treasury share management is separate and apart from the rest of its activities and that Treasury Share Transactions are avoided or reduced during those periods that are blocked pursuant to applicable legal provisions. For such purposes, Treasury Share Managers shall make a special commitment to maintain confidentiality with respect to Treasury Share Transactions.
In Treasury Share Transactions, the companies of the Group shall observe, in addition to the provisions of this article, all obligations and requirements that may arise from applicable legal provisions as well as the standards provided for in the Treasury Share Policy, avoiding any conduct that might constitute market abuse.

TITLE VI. PERSONAL TRANSACTIONS BY TREASURY SHARE MANAGERS

Article 22. Restrictions on Personal Transactions by Treasury Share Managers

Treasury Share Managers shall refrain from using corporate resources of the Company to enter into transactions for their own account in any securities or financial instruments, including the Affected Securities.
Treasury Share Managers shall refrain from entering into advance transactions for their own account regarding Affected Securities when they are aware of upcoming activities of the Company regarding its own shares, as well as from entering into any other transactions that constitute a use for their own benefit of the information obtained as a result of their participation in the management of the Company’s treasury shares.

Article 23. Notification of Transactions in Affected Securities

Without prejudice to other obligations to notify the Unit set forth in these Regulations, Treasury Share Managers shall notify the Unit by any means that allows for the receipt thereof, in advance and at least twenty-four hours prior to giving the relevant order, of the intention to enter into transactions for their own account in Affected Securities.
If the notice cannot be provided with the minimum advance period of twenty-four hours due to reasons of urgency, it may be made with a lesser period of advance notice, but in such case the prior authorisation of the director of the Unit must be obtained before entering into the corresponding transaction.
The register of notices referred to in Article 18.4 of these Regulations shall also include the notices referred to in this article.

TITLE VII. COMPLIANCE UNIT

Article 24. Rules Applicable to the Unit within the Framework of these Regulations

The Unit shall ensure that these Regulations are observed, and its duties for such purpose shall include:
1. Promoting the awareness by Affected Persons, Treasury Share Managers and Insiders and within the boundary of the Group generally of these Regulations and other rules governing conduct with respect to the securities markets, as well as the provisions of Section 7.4 of the Global Standard for Information Classification and Protection in relation to Inside Information.
2. Answering any questions or queries that may arise in connection with the content, interpretation, application or fulfilment of these Regulations, without prejudice to the possibility of submitting to the Board of Directors those issues that the Unit deems necessary or appropriate, as well as with Section 7.4 of the Global Standard for Information Classification and Protection.
3. Determining the persons who are to be considered Affected Persons for purposes of these Regulations pursuant to the definition established in Article 1.m) above.
4. Preparing and updating the Affected Persons List and the Treasury Share Managers List as provided for in Articles 15 and 17 above.
5. Informing Affected Persons and Treasury Share Managers of their inclusion in the Affected Persons List and Treasury Share Managers List, respectively, and of the other circumstances referred to in Articles 15.4 and 17.4 above, as applicable.
6. Keeping a copy of the Affected Persons List, of the Insider List and of the Treasury Share Managers List in electronic format and available to the supervising authorities, in accordance with, and on the terms set forth in Articles 15, 16 and 17 above, respectively.
7. Determining the securities, instruments and contracts that are to be considered Affected Securities for purposes of these Regulations pursuant to the provisions of letter z) of Article 1 above.
8. Giving the relevant authorisations so that Affected Persons, Treasury Share Managers or, in the case of Persons Discharging Managerial Responsibilities, the Persons Closely Associated with them, may enter into a discretionary portfolio management agreement in accordance with the provisions of Article 20 above.
9. Notifying Affected Persons and Treasury Share Managers of both the orders prohibiting Personal Transactions set forth in Article 19.1.a) and the lifting of the suspension.
10. Determining the Personal Transactions that are deemed to be prohibited pursuant to the provisions of Article 19.1.c) above and providing the appropriate notices to the Affected Persons and Treasury Share Managers of both the orders prohibiting Personal Transactions under such provision as well as the lifting of the suspension.
11. Establishing and modifying criteria, definitions and procedures in connection with the duties and obligations established in these Regulations when deemed necessary for the correct interpretation and implementation hereof.
12. Proposing to the Security and Resilience Division security measures for the confidentiality and the custody, filing, reproduction and distribution of and access to Inside Information for inclusion in the Global Standard for Information Classification and Protection.
13. Keeping on file and keeping custody, for at least five years, of all communications sent thereto in compliance with these Regulations.
14. Making immaterial changes, or those required by legal provisions, to the annexes to these Regulations, which it shall report to the Office of the Secretary of the Board of Directors for the acknowledgement of the Board of Directors.
15. Developing the procedures and rules deemed appropriate for the application of these Regulations, which may be regularly submitted for assessment to an internal or external body or entity that shall in all cases be independent of the Unit, and that shall review the effectiveness and conformity of such procedures and rules with the application of these Regulations.
16. Any other specific or permanent duty that may be assigned thereto by the Board of Directors of the Company.
The Unit may request such data and information from the Finance, Control and Corporate Development Division and any other division of the Company as it deems necessary for the performance of its duties.
The Unit shall inform the Sustainable Development Committee of the measures taken to promote awareness of and ensure compliance with these Regulations and the applicable legal provisions concerning the securities markets at least on an annual basis, and whenever it may see fit or be required to do so.
In addition, on an annual basis after the close of each financial year, the Unit shall notify both the Office of the Secretary of the Board of Directors and the Finance, Control and Corporate Development Division of the main conclusions and resolutions it adopts in the performance of the duties entrusted thereto under these Regulations. For purposes of clarification, said notice must include: any decisions made by the Unit and the actions taken under paragraphs b), c), g), i), j), k), l) and o) of section 1 above; the Unit’s interpretations of aspects of these Regulations that have given rise to questions; and other issues that the Unit deems necessary or appropriate.
The Unit may include content within the Employee Portal in order to promote awareness of these Regulations and of the rules for conduct by the professionals of the Group’s companies in the securities markets, as well as to establish software applications so that Affected Persons, Treasury Share Managers and Insiders have the possibilities set forth below, by way of example and not limitation:
1. To view these Regulations.
2. To view its implementing rules that are approved by the Board of Directors or the Unit itself.
3. To consult the Global Standard for Information Classification and Protection.
4. To be aware of the interpretations of the Unit regarding aspects of these Regulations and of Section 7.4 of the Global Standard for Information Classification and Protection that have given rise to questions.
5. To download the forms provided to seek authorisations or make any mandatory communications.
6. To inform the Unit, through software applications, of their transactions in Affected Securities, pursuant to the provisions of Articles 18 and 23 of these Regulations, as applicable, or such other transactions for which notice must be given pursuant to these Regulations.
7. To inform the Unit through e-mail of any misuse or disloyal use of Inside Information of which they are aware, pursuant to the provisions of Article 10.4.d) of these Regulations.
The members of the Unit shall maintain secrecy regarding the deliberations and resolutions of this body, shall generally refrain from disclosing the information, data, reports or background to which they have access in the performance of their duties, and shall refrain from making use thereof for the benefit of themselves or third parties, without prejudice to the transparency and reporting obligations provided for in the Company’s Governance and Sustainability System and by applicable law. The duty of confidentiality of the members of the Unit shall survive even after the members no longer hold such position.

TITLE VIII. BREACH

Article 25. Breach

Failure to comply with the provisions of these Regulations shall have the consequences provided for by applicable law.

ANNEX 1

INTERNAL REGULATIONS FOR CONDUCT IN THE SECURITIES MARKETS

Acknowledgement Statement for Affected Persons

To the Compliance Unit of IBERDROLA, S.A.

The undersigned, ...................................................................., born on …………, with current Tax ID Number (NIF) ……………, with address at …………, with professional mobile phone number ……………….. and e-mail ……………….., in his/her capacity as an Affected Person, declares that he/she [has received a copy of // has received a hyperlink providing access to] the Internal Regulations for Conduct in the Securities Markets of IBERDROLA, S.A. (the “Regulations”) and to [Section 7.4 of] [of the] Global Standard for Information Classification and Protection, and expressly represents that he/she is in conformity with the content of the Regulations and of that section of the aforementioned standard [and has given written notice to Persons Closely Associated with them of the obligations arising from the Regulations].

In addition, the undersigned declares that he/she has been informed that:

Pursuant to the provisions of Law 6/2023 of 17 March on the Securities Market and Investment Services (the “Securities Market Act”), the improper use of the Inside Information to which he/she may have access, as well as a breach of the other obligations provided for in the Regulations, might amount to a serious or very serious infringement or the crime of abuse of inside information in the stock exchange market contemplated in Sections 285, 285 bis, 285 ter and 285 quater of Law 10/1995 of 23 November Implementing the Criminal Code (the “Criminal Code”).
The improper use of Inside Information, as well as a breach of the other obligations provided for in the Regulations, may be punished in the manner provided for by Section 297 of the Securities Market Act and by Articles 285, 285 bis and 285 quater of the Criminal Code, with fines, special disqualifications, public reprimands, removal from office and imprisonment.

The undersigned also declares that he/she has been informed that in the event of accessing Inside Information, he/she may acquire the status of Insider on the terms established in the Regulations, and shall be subject to the obligations and restrictions applicable to Insiders for as long as he/she maintains such status.

Capitalised terms not defined in this statement shall have the meaning ascribed thereto in the Regulations.

Pursuant to the provisions of Regulation (EU) 2016/679 of 27 April 2016 and Implementing Law 3/2018 of 5 December on the Protection of Personal Data and guarantee of digital rights, the undersigned declares that he/she has been informed that his/her data of a personal nature contained in this statement and provided subsequently on occasion of the notifications made in compliance with the Regulations will be processed under the responsibility of IBERDROLA, S.A., domiciled in Bilbao (Biscay), at Plaza Euskadi, número 5, for purposes of (i) the implementation and control of the provisions of the Regulations; and (ii) compliance with legal obligations. The processing is necessary for such purposes and the legal basis is compliance with legal obligations.

The undersigned also declares that he/she is aware that the Data Protection Officer of IBERDROLA, S.A. may be contacted at the following e-mail address: dpo@iberdrola.es.

The undersigned has been informed that his/her personal data may be communicated to government agencies, including the National Securities Market Commission, to comply with legal obligations of IBERDROLA, S.A., that his/her personal data will be maintained for so long as he/she is considered an Affected Person by the Compliance Unit of IBERDROLA, S.A. and that, after said period, said personal data will be maintained until the passage of the limitations period on potential legal actions.

In addition, the undersigned declares that he/she has been informed that he/she may exercise the rights of access, rectification, deletion, limitation, portability or opposition, based on the provisions of applicable law in connection therewith, by contacting IBERDROLA, S.A. in writing at the address set forth above. The undersigned also declares that he/she has been informed of the right thereof to file a claim with the Spanish Data Protection Agency.

[Finally, for purposes of their inclusion in the Affected Persons List of the Company, he/she declares that the Persons Closely Associated with them are the following:

[Name of Person Closely Associated with the Person Discharging Managerial Responsibilities and national identity document or passport number.]
[Name of Person Closely Associated with the Person Discharging Managerial Responsibilities and national identity document or passport number.]

The undersigned declares that he/she has previously informed the Persons Closely Associated with them regarding the processing of their personal data by IBERDROLA, S.A. and of their respective rights, on the terms set forth above, and undertakes to provide to IBERDROLA, S.A., upon request at any time, written evidence thereof.]

In ................., on this .................. day of 20......

Signed: ...........................................

ANNEX 2

INTERNAL REGULATIONS FOR CONDUCT IN THE SECURITIES MARKETS

Acknowledgement Statement for Insiders

To the Compliance Unit of IBERDROLA, S.A.

The undersigned, ...................................................................., born on …………, with current Tax ID Number (NIF) ……………, with a personal address at …………, with professional mobile phone number ……………….. and e-mail ……………….., in his/her capacity as a Treasury Share Manager, declares that he/she [has received a copy of // has received a hyperlink providing access to] the Internal Regulations for Conduct in the Securities Markets of IBERDROLA, S.A. (the “Regulations”) and [of Section 7.4 of] [of the] Global Standard for Information Classification and Protection, and expressly represents that he/she is in conformity with the content of said document.

In addition, the undersigned declares that he/she has been informed that:

Pursuant to the provisions of Law 6/2023 of 17 March on the Securities Market and Investment Services (the “Securities Market Act”), the improper use of the Inside Information to which he/she may have access, as well as a breach of the other obligations provided for in the Regulations, might amount to a serious or very serious infringement or the crime of abuse of inside information in the stock exchange market contemplated in Sections 285, 285 bis, 285 ter and 285 quater of Law 10/1995 of 23 November Implementing the Criminal Code (the “Criminal Code”).
The improper use of Inside Information, as well as a breach of the other obligations provided for in the Regulations, may be punished in the manner provided for by Section 297 of the Securities Market Act and by Articles 285, 285 bis and 285 quater of the Criminal Code, with fines, special disqualifications, public reprimands, removal from office and imprisonment.

If the undersigned also has the status of an Affected Person, he/she declares that the status of Insider is compatible therewith and that the obligations arising from both status shall be cumulative where applicable.

Capitalised terms not defined in this statement shall have the meaning ascribed thereto in the Regulations.

The undersigned also declares that he/she is aware that the Data Protection Officer of IBERDROLA, S.A. may be contacted at the following e-mail address: dpo@iberdrola.es.

The undersigned has been informed that his/her personal data may be communicated to government agencies, including the National Securities Market Commission, to comply with legal obligations of IBERDROLA, S.A., that his/her personal data will be maintained for so long as he/she is considered an Insider by the Compliance Unit of IBERDROLA, S.A. and that, after said period, said personal data will be maintained until the passage of the limitations period on potential legal actions.

In ................., on this .................. day of 20......

Signed: ...........................................

ANNEX 3

INTERNAL REGULATIONS FOR CONDUCT IN THE SECURITIES MARKETS

Acknowledgement Statement for Treasury Share Managers

To the Compliance Unit of IBERDROLA, S.A.

The undersigned, ...................................................................., born on …………, with current Tax ID Number (NIF) ……………, with a personal address at …………, with professional mobile phone number ……………….. and e-mail ……………….., in his/her capacity as a Treasury Share Manager, declares that he/she [has received a copy of // has received a hyperlink providing access to] the Internal Regulations for Conduct in the Securities Markets (the “Regulations”) of IBERDROLA, S.A. (the “Company”) and expressly represents that he/she is in conformity with the content of said document.

In addition, the undersigned declares that he/she has been informed that:

Treasury Share Transactions by the Group’s companies shall in no event be carried out based on Inside Information.
pursuant to the provisions of Law 6/2023 of 17 March on the Securities Market and Investment Services (the “Securities Market Act”), the improper use of the Inside Information to which he/she may have access, as well as a breach of the other obligations provided for in the Regulations, might amount to a serious or very serious infringement or the crime of abuse of inside information in the stock exchange market contemplated in Sections 285, 285 bis, 285 ter and 285 quater of Law 10/1995 of 23 November Implementing the Criminal Code (the “Criminal Code”).
the improper use of Inside Information, as well as a breach of the other obligations provided for in the Regulations, may be punished in the manner provided for by Section 297 of the Securities Market Act and by Articles 285, 285 bis and 285 quater of the Criminal Code, with fines, special disqualifications, public reprimands, removal from office and imprisonment.
in the event that, despite the precautions adopted in compliance with applicable law and the internal regulations of the Company in this area, he/she has access to any Inside Information, he/she must refrain from conducting, ordering or participating in the process for deciding on the Treasury Share Transactions and must give immediate notice thereof to the Compliance Unit of IBERDROLA, S.A., as well as to the Chief Finance, Control and Corporate Development Officer of the Company.
without prejudice to the confidentiality obligations applicable thereto as a professional of the Company, the undersigned, as a Treasury Share Manager, assumes a special commitment of confidentiality with respect to Treasury Share Transactions.

In particular, there is an obligation to keep confidential and not communicate or disclose to third parties, whether directly or indirectly, any information regarding the treasury share strategy or transactions of the Company, or any other information that the undersigned becomes aware of while registered in the Treasury Share Managers List as a result of the performance of the duties thereof regarding the management of the treasury shares of the Company, without the consent thereof, except in the performance of duties regarding the management of the treasury shares or by legal mandate.

In addition, the undersigned undertakes to use such information solely for the purpose of complying with the undersigned’s duties regarding the management of the treasury shares of the Company and to refrain from performing any transactions that constitute a use thereof for his/her own benefit or that of third parties.

Capitalised terms not defined in this statement shall have the meaning ascribed thereto in the Regulations.

The undersigned also declares that he/she is aware that the Data Protection Officer of IBERDROLA, S.A. may be contacted at the following e-mail address: dpo@iberdrola.es.

The undersigned has been informed that his/her personal data may be communicated to government agencies, including the National Securities Market Commission, to comply with legal obligations of IBERDROLA, S.A., that his/her personal data will be maintained for so long as he/she continues to be a Treasury Share Manager by decision of the Compliance Unit of IBERDROLA, S.A., and after said period said personal data will be maintained until the passage of the limitations period on potential legal actions.

In ................., on this .................. day of 20......

Signed: ...........................................

ANNEX 4

INTERNAL REGULATIONS FOR CONDUCT IN THE SECURITIES MARKETS

Template for the Notification of Personal Transactions in Affected Securities by Affected Persons and Treasury Share Managers

1.- Name and surnames of the Affected Person or Treasury Share Manager:

2.- Person Closely Associated with the Person Discharging Managerial Responsibilities (if any):

3.- Reason for notification:

4.- Date and place of transaction:

5.- Type of transaction:

Purchase: Sale: Other: ________________

6.- Financial instruments (mark as appropriate):

Shares of “Iberdrola, S.A.”: Other: ________________

7.- Number of affected financial instruments:

8.- Price:

9. Description of affected financial instruments:

10.- Market in which the transaction took place:

Continuous market: Other: ________________

11.- Intermediary (only for transactions pursuant to discretionary portfolio management contracts):

In _______, on ____ _________________ 20_____.

Signed: ...........................................

Signed (Person Closely Associated): ...........................................

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Book Three

Internal Audit,
Risks and Compliance