Shareholder’s Guide 2018 2 Iberdrola Tower / Bilbao © José Palao 1 Shareholder’s Guide General Shareholders’ Meeting 2018 Look after the environment. Print only if necessary. 2 / Contents Contents 1. Letter from the Chairman 4 2. Shareholder Day 6 2.1. Schedule 7 2.2. Place of the Meeting 8 2.3. Participants 9 2.4. Attendees with Reduced Mobility 9 2.5. Playroom 9 2.6. Sustainable Transport 9 3. General Shareholders’ Meeting: Agenda 10 3.1. Annual Accounts and Company Management 11 3.2. Renewal of the Board of Directors 12 3.3. Remuneration 15 3.4. Treasury Shares 17 3.5. Formalisation of Resolutions 17 4. Preparation for the Meeting: Information 18 4.1. Documentation on the Corporate Website (www.iberdrola.com) 19 4.2. Accessibility of the Corporate Website 21 4.3. Translation into English 21 4.4. Documentation at the Registered Office 21 4.5. Shareholders with Hearing or Visual Limitations 22 4.6. Beneficial Shareholders 22 4.7. Holders of ADRs and CDIs 22 4.8. Institutional Investors and Proxy Advisors 23 4.9. Office of the Shareholder 23 / Shareholder’s Guide 2018 Contents / 3 This icon refers to other specific documents in which additional information of interest can be obtained. 5. Participation in the Meeting: Attendance, Proxy-granting or Absentee Voting 24 5.1. Alternatives to Participate in the Meeting 25 5.2. Attend the Meeting 26 5.3. Grant a Proxy or Cast an Absentee Vote 26 5.4. Identification Systems for Granting a Proxy or Voting by Internet or by Phone 29 5.5. Attendance, Proxy-granting and Absentee Voting Cards 30 6. During the Meeting: Presentations and Voting 32 6.1. Presentations and Voting 33 6.2. Attendees with Hearing or Visual Limitations 34 6.3. Linguistic Plurality 34 7. Results of the Meeting and Guarantees of Transparency 36 7.1. Quorum 37 7.2. Voting Results 37 7.3. Observation and Dissemination 37 7.4. Other Guarantees of Shareholder Rights 38 8. Attendance Bonus and Other Incentives for Participation 40 8.1. Attendance Bonus 41 8.2. Gift for Shareholders who Attend the Meeting 41 9. Sustainable Meeting 42 9.1. Sustainable Event 43 9.2. Commitment to Continuous Improvement 43 9.3. Ongoing Communication: Iberdrola Investor Relations App and On Line Shareholders (OLS) Channel 45 10. Key Upcoming Dates 46 Shareholder’s Guide 2018 / 4 / Letter from the Chairman Ignacio Galán Chairman of the Board of Directors & CEO of IBERDROLA, S.A. 1 © José Ramón Ladra Letter from the Chairman We are counting on everyone for the General Shareholders’ Meeting to reflect the plurality, diversity and global nature of Iberdrola. / Shareholder’s Guide 2018 Letter from the Chairman / 5 The permanent engagement of all of our shareholders is one of the key objectives of our corporate governance strategy. For this reason, at Iberdrola we strive each year to improve the channels for their participation in the General Meeting, and to make it more accessible, transparent and sustainable. A total of 165,873 shareholders (present in person and by proxy) participated in the 2017 Meeting, with a quorum of 77.20 % of the share capital. As a result of our commitment to improve and innovate in order to facilitate the maximum participation, it will be possible in 2018 for the first time to grant a proxy and vote comfortably from anywhere, either by phone or the internet, using new accreditation forms that are simpler and more secure. At the same time, we have continued working to create a Meeting without barriers, which is accessible to all and especially to those with reduced mobility or any other type of limitation, whether auditory or visual. Our Meeting is also completely environmentally friendly, once again complying with the ISO 20121 standard and with the requirements to obtain the Erronka Garbia accreditation regarding the introduction of environmental standards into the design, planning and organisation of events. Furthermore, the management of our Meeting is verified by an independent firm to ensure that the proxies and votes are properly recorded, strengthening the trustworthiness, legal security and leadership of Iberdrola in corporate governance. All of these measures, which we will apply at our General Meeting 2018, are only some of those described in this new edition of the Shareholder’s Guide, which clearly describes the main aspects of the agenda, the most significant issues regarding how the Meeting works, and the mechanisms available to the shareholders to exercise their rights before, during and after the holding thereof. In conclusion, on behalf of the Board of Directors, I would like to thank our shareholders for the support you have provided us through personal meetings and through the channels of communication that the Company has opened and made available to you. We trust that they will be used to enable us to continue to maintain a constructive and effective dialogue, not only on occasion of the General Meeting, but also throughout the year. Ignacio Galán Chairman of the Board of Directors Shareholder’s Guide 2018 / 6 / Shareholder Day Panoramic view with Iberdrola Tower in the background / Bilbao 2 © José Palao Shareholder Day Iberdrola encourages the active participation of the shareholders through constructive, ongoing and effective dialogue to which they are all invited. / Shareholder’s Guide 2018 Shareholder Day / 7 2.1 Schedule1 Date: 13 April 2018. 9:00 h Opening of doors to Palacio Euskalduna 9:30 h Welcome ceremony at Iberdrola Plaza 10:05 h Interview on strategy, results and outlook for Iberdrola 11:00 h Closing ceremony at Iberdrola Plaza 11:30 h Holding of the 2018 General Shareholders’ Meeting2 13:30 h Drinks and snacks at the Exhibition Hall of Palacio Euskalduna 1 This programme is provisional and any updates will be published in the section of the corporate website (www.iberdrola.com) dedicated to Shareholder Day. 2 If the General Shareholders’ Meeting is held on first call, as expected. Otherwise, if the General Shareholders’ Meeting is held on second call, it would be at the same place and time on the following day. Shareholder’s Guide 2018 / 8 / Shareholder Day 2.2 Place of the Meeting Palacio Euskalduna, avenida Abandoibarra número 4, 48011 Bilbao (www.euskalduna.net). Access Points to Palacio Euskalduna Avenida Abandoibarra 4 Calle Olabeaga / Bilbao Parking Access door 3 Tram Avda. Sabino Arana Taxi Puente Euskalduna Plaza Sagrado Corazón 3 Avda. de Abandoibarra Gran Vía Palacio Euskalduna Pº Anselmo Clave Location of activity zones Shareholder Day 2018 / Palacio Euskalduna 1. Access and accreditation 2. Iberdrola set 3. Cafe 6 4. Information / Shareholders’ Club 2 5. Internet connection point 6. Delivery of documentation 5 7. Delivery of gift 7 3 1 4 / Shareholder’s Guide 2018 Shareholder Day / 9 2.3 Participants All shareholders meeting the requirements established to attend the General Shareholders’ Meeting or the persons who are going to represent them thereat may participate in Shareholder Day. 2.4 Attendees with Reduced Mobility The Company will provide appropriate means to facilitate access to and egress from the premises where Shareholder Day will be held for all attendees with reduced mobility due to physical or visual limitations, for whom Iberdrola reserves specific locations in the auditorium of Palacio Euskalduna to follow the General Shareholders’ Meeting. 2.5 Playroom The Company will provide a playroom for children of all ages supervised by qualified professionals for those attending Shareholder Day with minors. 2.6 Sustainable Transport In order to minimise the environmental impact of the event and encourage the use of non- polluting means of transport, the Company suggests using the Bilbao tram, which stops at Palacio Euskalduna and will be free for all users (whether or not they are shareholders) on the morning of the General Meeting. Shareholder’s Guide 2018 / 10 / General Shareholders’ Meeting: Agenda 3 General Shareholders’ Meeting: Agenda The main event of Shareholder Day is the General Shareholders’ Meeting, the principal channel for participation of the shareholders within the Company. / Shareholder’s Guide 2018 General Shareholders’ Meeting: Agenda / 11 3.1 Annual Accounts and Company Management 1. Approval of the annual accounts for financial year 2017. 2. Approval of the management reports for financial year 2017. 3. Approval of the management and activities of the Board of Directors during financial year 2017. What were the results of the Company during 2017? During the financial year ended 31 December 2017, Iberdrola obtained a consolidated net profit, after taxes, equal to 2,804 million euros, against the 2,705 million euros obtained in the tax year 2016. What was the management of the Board of Directors during financial year 2017? Iberdrola’s Board of Directors and its five committees held 57 meetings during financial year 2017. At its meetings, the Board of Directors focused its work on defining the strategic goals of the Iberdrola group and its principles of organisation and coordination, as well on supervising compliance therewith, with the support of the Executive Committee. For more information about its activities during the 2017 financial year, see the Activities Report of the Board of Directors and of the Committees thereof. What is the opinion of the auditor regarding the individual and consolidated accounts of the Company? The report of the Company’s auditor, KPMG Auditores, S.L., does not contain any qualifications. In its opinion, the individual and consolidated annual accounts of the Company for financial year 2017 give a true and fair view, in all material respects, at both the individual and consolidated levels, of the equity and financial position of the Company and its group, as well as the results of operations and cash flows for the financial year ended 31 December 2017.