WHAT IS THE "IBERDROLA RETRIBUCIÓN FLEXIBLE" SYSTEM?

The optional dividend system "Iberdrola Retribución Flexible" offers the shareholders the opportunity to decide whether they prefer to receive all or a portion of their remuneration in free newly issued shares of the company or in cash.

This new system is carried out through a capital increase charged to reserves and the payment of a cash dividend. Thus, all shareholders will receive a free allocation right per share held as of the record date. The shareholders who wish to receive the cash dividend will have to expressly waiving to these rights.

As a consequence, on January 2020 the shareholders will be able to choose between the following remuneration options during the Common Election Period(1):

a) Receive free newly issued shares;

b) Receive cash by selling all of a portion of the free allocation rights in the market;

c) Receive cash by means of the payment of the Interim Dividend for 2019.

The shareholders will be able to combine any of the options mentioned above with respect to the different groups of shares owned by each shareholder.

The value of the remuneration that the shareholders will receive from the Company under the options referred to in options (a) and (c) above will be equivalent (in terms of market value and notwithstanding the tax treatment applicable to each of them).

 Practical example of the "Iberdrola Retribución Flexible" system [PDF]
 

(1) We recommend that you check the deadlines of each option with your bank as they may present peculiarities.


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PRACTICAL EXAMPLE OF THE "IBERDROLA RETRIBUCIÓN FLEXIBLE" SYSTEM

Practical example:

  • Free capital increase charged to reserves
  • 1 share on the record date 1 free allocation right

Hypothesis:

  • Shareholder with 1,000 shares on the record date > will receive 1,000 rights
  • Number of rights needed to get a new share: 54 rights
  • Amount of the Interim Dividend: 0.167 euros

The shareholder has three options:

  • Receive Newly Issued Iberdrola Shares > WITHOUT WITHHOLDING TAX > The shareholder receives 18 newly issued Iberdrola shares(1)(2)
  • Sell the free allocation rights in the market > SUBJECT WITHHOLDING TAX > The shareholder receives 135 net euros(2)
  • Receive the Interim Dividend > SUBJECT WITHHOLDING TAX > The shareholder receives 135 net euros(3)

In addition, shareholders do not need to choose one of the options, as they can combine them according to their requirements.

 

(1) The new shares will be delivered to shareholders free of charge and without fees. In accordance with the applicable law, the custodian of your shares will be entitled to charge the management fees and expenses it deems appropriate, including fees for handling sale and purchase orders of freely assignable rights.

(2) In the case of shareholders subject to IS or IRNR with permanent establishment, these shareholders will be taxed in accordance with the accounting regulations included in the resolution of March 5, 2019 of the ICAC.

(3) On the assumption of the sale of the rights in the market at 0.167 gross euros. The total amount of the sale will be subject to IRPF withholding tax.

(4) The amount of the Interim Dividend will be at least 0.167 euros. The total amount will be subject to 19% withholding tax.

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