The Board of Iberdrola meeting today in Bilbao unanimously approved to call the company´s Annual General Shareholders Meeting for Friday 22 June, on first call, and for Saturday 23 June, on second call.

It also agreed payment of an attendance bonus of a gross €0.005 per share (€5 per 1,000 shares) present or represented at the Meeting, the distribution of the 2011 dividend and the launch of a new edition of "Iberdrola Flexible Dividend" shareholder remuneration system.

The Board announced on 20 February that it would propose payment of at least €0.326 per share received in 2011.

This proposal consists of a cash dividend of a gross € 0.030 per share, attributable to 2011 results, and also the implementation, for the third consecutive year, of the script dividend under the "Iberdrola Flexible Dividend" system.

This programme allows shareholders to opt between receiving Iberdrola shares free of charge and selling their free-of-charge allocation rights to Iberdrola or to the market.  The Company would undertake the commitment to acquire those rights at a price estimated to be, taking into account Iberdrola’s share capital and current market conditions, at least a gross €0.150 per right.

The €0.180 per share would be added to the €0.146 per share corresponding to the purchase price for the rights attached to last January’s Iberdrola Flexible Dividend programme –equivalent to the interim 2011 dividend– for a minimum overall payment of €0.326 per share.

In this respect, the agenda for the upcoming Shareholders Meeting includes approval of a capital increase at a maximum reference market value of €2.018 billion to cover the assignment of new shares to shareholders.

Ratification of director appointments

The Board of Directors will also propose confirmation of the appointment by cooptation of Jose Luis San Pedro Guerenabarrena, as executive director, and Jesus Angel Acebes Paniagua, as external director, whose terms will expire on March 26, 2015.

In addition, the re-election as directors of Xabier de Irala Estevez (external proprietary), Iñigo Victor de Oriol Ibarra (independent external), Inés Macho Stadler (independent external), Braulio Medel Camara (external independent) and Samantha Barber (independent external) will be subject to approval at the Shareholders Meeting. Moreover, the appointment of Francisco Pons Alcoy as external director, to replace José Luis Olivas Martínez, will also be proposed.

The Board will propose, as well, the modification of bylaws and Shareholders Meeting regulations to reflect recent legislative changes and introduce technical improvements.

After considering annual accounts and management report for 2011 for ratification, shareholders will also be asked to approve Board performance last year, as well as the re-election of the Group’s auditors for 2012.

Authorization will also be sought for the Board to issue bonds or other fixed income paper up to a maximum of €20 billion, and commercial paper up to a maximum of €6 billion, over a five year period.  Authority will also be sought for the Board to grant funds for the creation and running of associations, institutions and foundations for up to €12 million per year.  

Lastly, shareholders will be asked to vote in consultation the Annual Report on Board Member Remuneration.

On other matters, the Board of Iberdrola has approved the partial modification of the Code for the Separation of Activitieswith regards to Iberdrola Group companies carrying regulated activities in Spain, to adapt it to recent legal reforms that transpose EU directives regarding electricity and gas internal markets, and electronic communications, among others.

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IMPORTANT INFORMATION

This announcement is not an offer for sale of securities in the United States, nor in any other jurisdiction. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended.

This communication contains forward-looking information and statements about IBERDROLA S.A., including financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, capital expenditures, synergies, products and services, and statements regarding future performance. Forward-looking statements are statements that are not historical facts and are generally identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates” and similar expressions.

Although IBERDROLA, S.A. believes that the expectations reflected in such forward-looking statements are reasonable, investors and holders of IBERDROLA, S.A. shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of IBERDROLA, S.A., that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the public documents sent by IBERDROLA, S.A. to the Comisión Nacional del Mercado de Valores.

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