CITIGROUP ANNOUNCES INDICATIVE RESULTS OF TENDER OFFER FOR NOTES ISSUED BY IBERDROLA FINANZAS, S.A.U.

NOT FOR DISTRIBUTION TO ANY PERSON RESIDENT AND/OR LOCATED IN THE UNITED STATES

This announcement does not constitute an invitation to participate in the Solicitation of Offers to Sell (as defined herein) in or from any jurisdiction in or from which, or to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise. The distribution of this announcement in certain jurisdictions (in particular the United States, the United Kingdom, Italy, France, Belgium and Spain) may be restricted by law. Persons into whose possession this document comes are required by Citigroup, the Issuer, the Guarantor and the Dealer Managers to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by Citigroup, the Issuer, the Guarantor or the Dealer Managers.

London, 11 November 2013.

Further to its announcement on 30 October 2013, Citigroup Global Markets Limited (“Citigroup”) hereby announces the indicative results of its invitation to holders of the (i) €1,150,000,000 7.500% Guaranteed Notes due 25 November 2015 (ii) €1,000,000,000 4.750% Guaranteed Notes due 25 January 2016 (iii) €750,000,000 4.625% Guaranteed Notes due 7 April 2017 and (iv) €750,000,000 3.500% Guaranteed Notes due 22 June 2015, each issued by Iberdrola Finanzas, S.A.U. (the “Issuer”) and each guaranteed by Iberdrola S.A. (the “Guarantor”) (together, the “Notes” and each a “Series”) to offer to sell to Citigroup for cash Notes at the relevant Purchase Price (as defined below) (the “Solicitation of Offers to Sell”).

The Solicitation of Offers to Sell was made upon the terms and subject to the conditions contained in a tender offer memorandum dated 30 October 2013 (the “Memorandum”) prepared in connection with the Solicitation of Offers to Sell. Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Memorandum.

Summary of Results Following the expiration of the Solicitation of Offers to Sell at 4.00 p.m. ( time) on 8 November 2013 (the “Expiration Date”), Citigroup hereby announces its non-binding indication that (subject to confirmation by Citigroup in its sole and absolute discretion): (i) it intends to accept for purchase EUR499,300,000 in aggregate principal amount of the Notes in accordance with the terms and conditions of the Solicitation of Offers to Sell, (ii) it intends to accept in full all Offers to Sell in respect of the Series 80 Notes, which were validly submitted by the Expiration Date, (iii) it intends to accept Offers to Sell in respect of the Series 96 Notes which were validly submitted by the Expiration Date on a pro-rata basis, with the indicative pro-ration factor in respect of the Series 96 Notes of 0.9333, and (v) it does not intend to accept any Offers to Sell in respect of the Series 95 Notes (ISIN: XS0614190477) and Series 57 Notes (ISIN: XS0222372178). The Purchase Price for each Series of Notes accepted for purchase will be determined at or around 2:00 p.m. (London time) today in accordance with the terms set out in the Memorandum by reference to the sum of the relevant Reference Benchmark Yield and the relevant Purchase Spread.

1 Description of Series 80 Notes Series 96 Notes Notes / ISIN (XS0400006234) (XS0693855750)

Maturity Date 25 November 2015 25 January 2016

Indicative aggregate principal EUR232,700,000 EUR266,600,000 amount accepted

Indicative Pro-Ration n/a 0.9333 Factor

Citigroup will announce whether it will accept for purchase Notes validly tendered in the Solicitation of Offers to Sell and if so accepted the aggregate nominal amount of such Notes (if any), the pro-ration factor, if any and the Purchase Price and Accrued Interest as soon as practicable following the Pricing Time, 2:00 p.m. (London time) today.

Settlement All purchases of Notes accepted pursuant to the Solicitation of Offers to Sell are (subject to confirmation by Citigroup in its sole and absolute discretion) expected to be settled on 12 November 2013 (the “Settlement Date”) through the normal procedures of the Clearing Systems. The applicable Purchase Price, together with Accrued Interest, will be paid to Noteholders whose Notes have been accepted for purchase by Citigroup on the Settlement Date.

Notes in respect of which Citigroup does not accept an Offer to Sell will remain outstanding subject to the terms and conditions of such Notes.

Further Information

A complete description of the terms and conditions of the Solicitation of Offers to Sell is set out in the Memorandum. Banco Bilbao Vizcaya Argentaria, S.A., Citigroup Global Markets Limited and Securities (Europe) Limited are the Dealer Managers for the Solicitation of Offers to Sell.

Requests for information in relation to the Solicitation of Offers to Sell should be directed to:

DEALER MANAGERS

Banco Bilbao Vizcaya Argentaria, S.A. Citigroup Global Markets Limited 44th Floor Citigroup Centre, One Canada Square London E14 5AA London E14 5LB United Kingdom United Kingdom

Tel: +44 (0) 20 7648 7516 / +44 (0) 20 7397 6125 Tel: +44 (0) 20 7986 8969 Email: [email protected] Email: [email protected] Attention: Liability Management Attention: Liability Management Group

Credit Suisse Securities (Europe) Limited One London E14 4QJ United Kingdom

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Tel: +44 (0) 20 7883 8763 Email: [email protected] Attention: Liability Management Desk

A copy of the Memorandum is available to eligible persons upon request from the Tender Agent:

THE TENDER AGENT

Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Tel: +44 (0) 207 704 0880 Attention: Victor Parzyjagla / David Shilson Email: [email protected]

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