Takeover bids

This section is intended to include, where applicable, the information required by Circular 3/2015 of 23 March, issued by the Spanish National Securities Market Commission (CNMV), concerning takeover bids (opas) that may be made by Iberdrola, S.A. or for securities issued by Iberdrola, S.A.

At present, there is no information to be included in this section.

In accordance with the laws of the United States of America, and due to the activities carried out in that country by Avangrid – a company belonging to the Iberdrola Group – the acquisition of a stake that results in ownership of 10% or more of the share capital of Iberdrola, S.A. may be subject to prior approval by the Federal Energy Regulatory Commission and by the regulatory authorities of the states where Avangrid or any other Iberdrola group company operates in the United States. This is without prejudice to any other authorisations that may be required of the acquirer under US law.

Specifically, the final order of the Public Service Commission of the State of New York, published on 6 January 2009, which sets out the full text of the authorisation for the acquisition of Energy East (now Avangrid) by Iberdrola, S.A., states that – in accordance with Section 70 of the Public Service Law – any transfer or lease of all or part of the electric or gas lines, infrastructure or systems, the execution of any contracts to operate such infrastructure or systems, as well as the transfer of a stake resulting in ownership of more than 10% of the share capital of Iberdrola, S.A., will require prior approval from the Commission.

Additionally, under the law of the State of Maine, the acquisition of a stake exceeding 10% of the share capital of a regulated utility holding company is considered a “reorganisation” and requires prior approval from the Maine Public Utilities Commission. Similarly, in accordance with the regulations in the states of Connecticut and Massachusetts, the acquisition of control of Iberdrola, S.A. – as the parent company of public utility entities in both states – will require authorisation from the relevant regulatory authorities.