20 June, 2023
Article 1. Introduction
Pursuant to the provisions of Section 539.2 of the restated text of the Companies Act (Ley de Sociedades de Capital), IBERDROLA, S.A. (the “Company”) approves these Regulations for the Electronic Shareholders’ Forum (the “Regulations”), which form part of its Governance and Sustainability System, governing the Company’s Electronic Shareholders’ Forum (the “Forum”) that will be made available on the Company’s corporate website on occasion of the call to and until the holding of each General Shareholders’ Meeting.
Article 2. Purpose of the Regulations
- These Regulations govern how the Company will enable and make the Forum available, as well as the guarantees, terms and conditions for access thereto and use thereof by the Company’s shareholders and by any voluntary associations that may be formed pursuant to applicable law.
- As regards the Forum, these Regulations supplement the legal terms and conditions for access and use of the Company’s corporate website, which shall fully apply to access to and use of the Forum as to all matters not otherwise amended by or inconsistent with the provisions of these Regulations.
- The Company reserves the right to modify the layout, configuration, operation and contents of the Forum, as well as the terms and conditions for use thereof and these Regulations, at any time and without prior notice, without prejudice to the provisions of applicable legal provisions, particularly to Section 539 of the restated text of the Companies Act.
Article 3. Acceptance of the Rules of the Forum
Registration as a user of the Forum (“Registered User”) and access thereto and/or use thereof entail full and unreserved acceptance of the terms and conditions set forth in these Regulations and in the version of the legal terms and conditions for access and use of the Company’s corporate website that may be in effect from time to time.
Article 4. Object and Purpose of the Forum
- The Forum is made available in order to facilitate communication among the Company’s shareholders on occasion of the call to and until the holding of each General Shareholders’ Meeting.
- Registered Users may send communications for posting in the Forum, containing exclusively:
- Proposals sought to be submitted as a supplement to the agenda included in the call to the General Shareholders’ Meeting.
- Requests to join in support of such proposals.
- Initiatives to reach the percentage required to exercise a minority right as contemplated by law or the Company’s Governance and Sustainability System.
- Voluntary proxy offers or solicitations.
- The “Corporate Governance” section of the Company’s corporate website publishes the announcement of the call to meeting, which includes the agenda for each General Shareholders’ Meeting and contains a description of the rights and duties of the Company’s shareholders and of the conditions for exercise thereof, without prejudice to the provisions of applicable law at any time.
Article 5. Registered Users
- Access to and use of the Forum is reserved exclusively to individual shareholders of the Company, and to voluntary associations of shareholders validly established and registered in the special registry created for such purpose at the National Securities Market Commission (Comisión Nacional del Mercado de Valores) pursuant to Section 539.2 of the restated text of the Companies Act and regulations thereunder.
- In order to access and use the Forum, such shareholders and voluntary associations of shareholders must log on as a “Registered User” by filling out the corresponding form to log on as a Registered User of the Forum, providing evidence of their status as a shareholder of the Company or of a voluntary association of shareholders duly established and registered with the National Securities Market Commission, in the manner set forth in such form. In the case of shareholders that are legal entities and of voluntary associations of shareholders, evidence of the representative authority of the person wishing to access the Forum shall be provided in the form established for such purpose.
- A special use form may be required to be filled out for subsequent access to and communications with the Forum.
- Access to and use of the Forum by Registered Users are subject to at all times maintaining status as a shareholder of the Company, or as a voluntary association of shareholders duly established and registered, pursuant to applicable regulations.
- In the event that the Company, in its capacity as administrator of the Forum, has reasonable doubts at any time regarding compliance with such condition by any Registered User, it may request such User to provide evidence that such status is maintained as well as any information or documents deemed appropriate for verification of the circumstances set forth herein.
- The Company may request additional information from, suspend or exclude Registered Users that do not provide evidence of compliance with such conditions to its satisfaction.
- All communications sent by shareholders or voluntary associations that cease to have such status prior to the holding of the corresponding General Shareholders’ Meeting shall automatically lapse, as shall all communications relating thereto or connected therewith.
Article 6. Access to and Use of the Forum
- Access to the Forum
All Registered Users may access the Forum and view the communications posted by other Registered Users.
The Forum is only intended to publish the communications posted by Registered Users in connection with the matters set forth in Article 4.2 of these Regulations and does not constitute a device for electronic conversation among Registered Users or a meeting point for virtual debate. Therefore, the Company shall only include in the Forum such communications as are admissible under the law and pursuant to the Company’s Governance and Sustainability System, such that no other comments regarding such communications shall be posted in the Forum. - Posting of communications in the Forum
All registered Users may send communications regarding any of the matters set forth in Article 4 above, which shall be posted in the Forum by the Company in accordance with the technical procedures in place from time to time. The content of the communications shall only be in text form and, once posted, such communications shall be available for access by any other Registered User.
All communications by Registered Users shall be deemed made as an expression of their personal opinions and, except for the case of shareholders that are legal entities and associations of shareholders authorised for such purpose under the law and these Regulations, no communications shall be posted which are received from representatives of shareholders, shareholders’ pools and agreements, depositary entities, financial brokers or other persons acting for the account or benefit of the shareholders.
Requests for the posting of communications must be made by filling out the forms available in the Forum for such purpose, which shall include:- Identification of the Registered User sending the communication.
- Statement of the communication, with a clear description of the content of the initiative.
- Brief rationale for the communication.
Upon sending a communication, the Registered User responsible therefor is deemed to represent and warrant that the content thereof is lawful and in accordance with the provisions of law and of these Regulations and with the requirements of good faith, that such Registered User has obtained all approvals and permits required to send the communication in question, and that such communication does not violate any third-party rights.
The Company shall have the right to verify that any communications sought to be posted comply with legal provisions, these Regulations and the requirements of good faith and may deny inclusion in or remove from the Forum any communication that it deems to be inconsistent therewith. - Content of communications
Any use of the Forum by Registered Users shall fully comply with applicable legal provisions, shall be consistent with the purpose of the Forum as set forth in Article 4 above and shall fulfil the requirements of good faith. In this regard, it is expressly forbidden:- To make an attack on the rights, property and lawful interests of the Company, of other Registered Users and of third parties and, specifically, on their intellectual and industrial property rights, freedom of religion, reputation, good name, privacy, the protection of personal data or any other property, rights or interests afforded protection by law.
- To introduce third-party personal information or data without the informed consent of the owner thereof or to assume the identity of another.
- To insert contents or expressions that are discriminatory, racist, sexist, violent, xenophobic or otherwise offensive or degrading.
- To insert any kind of materials which are inappropriate or contrary to the requirements of good faith.
- To provide information of any kind intended to be used for the commission of criminal, civil or administrative wrongs.
- To carry out activities of any kind (or provide information to third parties) serving to circumvent technical restrictions built into the media or programs of the Forum in order to avoid any unauthorised use.
- To include contents or materials without the requisite approval of the respective holders of intellectual and industrial rights therein.
- To damage, disable, overload, or impair the operation of the Forum or the computer equipment of the Company, of other Registered Users or of third parties, as well as the documents, files and contents of any kind stored on such computer equipment (hacking), or to prevent the normal use and enjoyment of the Forum by other Registered Users.
Any Registered User who is aware that any kind of content of or provided through the Forum is contrary to the rules established in these Regulations or the requirements of good faith may give notice thereof to the Company through the channels activated in the Company’s internal reporting system as provided in the Compliance and Internal Reporting and Whistleblower Protection System Policy.
Registered Users undertake to use the Forum diligently, properly and in compliance with applicable law, these Regulations and the requirements of good faith, consistently with the purpose of the Forum as set forth in Article 4 above. - Removal of communications after the General Shareholders’ Meeting
Once a General Shareholders’ Meeting has ended, the Company reserves the right to remove and delete all communications relating thereto.
Article 7. Scope of the Forum