PRESS. Release IBERDROLA S AGM APPROVES CHAIRMAN GALAN S MANAGEMENT OF THE COMPANY WITH MORE THAN 80% OF THE VOTES ANNUAL GENERAL MEETING 2014

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1 ANNUAL GENERAL MEETING March 2014 PRESS Release More than 82% participation at the AGM Small investors account for 64% of share capital - 650,000 shareholders and several million more through pension and investment funds - with a majority now foreign IBERDROLA S AGM APPROVES CHAIRMAN GALAN S MANAGEMENT OF THE COMPANY WITH MORE THAN 80% OF THE VOTES We are very much aware of our responsibility as custodians of the savings of small investors and this makes us doubly rigorous in defending their interests, Chairman Galán said in a widely applauded address 2013 PERFORMANCE The Company achieved net profit of 2,572 million with shareholder remuneration around 0.27 per share Financial strength consolidated with a 2.2 billion reduction in debt IBERDROLA continued to support suppliers with 4.4 billion in purchases The Company s fiscal contribution in Spain came to 3.2 billion in Spain out of a total 5.4 billion The Group incorporated some 2,200 professionals last year to a workforce of more than 33,000, a figure that rises to 150,000 if indirect employment is included LEADERSHIP IN CORPORATE GOVERNMENT IBERDROLA has received the award for Best Corporate Governance in Spain from World Finance, as well as the Golden Peacock prize for excellence in this field and has been recognized as one of the world s most ethical companies by the Ethisphere Institute PROJECTIONS The Group will invest 9.6 billion of which nearly half will go on growth, mainly in regulated activities The Company expects Ebitda and net earnings to rise an average annual 4% compared to 2014 with a minimum shareholder remuneration of 0.27 per share IBERDROLA expects to reduce net debt by 1.8 billion

2 IBERDROLA chairman Ignacio Galán, addressing today s Annual General Meeting in Bilbao, began his remarks with a tribute to former Spanish Prime Minister Adolfo Suarez, who died this weekend. He described him as a man of great leadership, bravery and generosity both personal and political, a key figure in our country s history and an example to us all. He also praised the recently deceased Mayor of Bilbao, Iñaki Azkuna, for his contribution to the transformation and modernization of this city and dedication to its citizens, as well as his permanent support for IBERDROLA and its international expansion, aware of its importance for his city and proud to see a part of his beloved Bilbao spread across the world. Referring to IBERDROLA shareholders, who manifested their support for the company s performance with an 80% turnout and more than 99% votes in favour of the resolutions, Galán said: We are very much aware of our responsibility as custodians of the savings of small investors and this makes us doubly rigorous in defending your interests. He underlined that 64% of IBERDROLA s share capital is held by small investors 650,000 shareholders and several million more through pension and investment funds with a majority in foreign hands. Amid applause, Galan said of last year: Our international expansion and effective management have been the foundation for greater operating efficiency and increased financial strength, allowing us once again to offer attractive remuneration for our shareholders. SHAREHOLDER REMUNERATION Reflecting this commitment, as well as the 2.57 billion in net earnings last year and the financial strength achieved with a 2.25 billion reduction in debt, the Board of Directors is today proposing a shareholder remuneration of approximately 0.27 per share gross. This consists of the paid in January plus at least in July of which 0.03 will be in cash and another through a new flexible dividend programme. In addition there is an attendance bonus for the AGM of per share. In order to compensate for the dilution implied from the flexible dividend, the Board also proposed a reduction in capital of up to 2.09% by amortizing treasury stock and buying back shares. Galán highlighted that IBERDROLA shares appreciated 10.5% in 2013, surpassing performance of the Eurostoxx Utilities index and that of most of its European competitors. Taking shareholder remuneration into account, total return for the year was around 19%. DRIVER FOR COMPANIES AND SOCIAL ADVANCEMENT Galán reiterated the important role of the Company as an engine for economic growth in countries where it operates, not only through investments, but also in purchases, tax contributions and jobs. He said the Group made purchases valued at 4.4 billion in 2013, much of it outside Spain, and contributed 5.4 billion in taxes of which 3.2 billion correspond to Spain.

3 During the year, the Group incorporated 2,200 people a majority of which were young and a high proportion of women, and it also hires around 1,200 interns a year, many of which find permanent employment in the Company. In all, IBERDROLA gives direct employment to more than 33,000 around the world, a figure that reaches nearly 150,000 if indirect employment is included. Without a doubt our human capital is our main asset and reflecting this, last year we again increased training hours to more than 1.3 million, with the number of people benefitting representing nearly 90% of the workforce, Galán said. Also in relation to training activities, the Chairman noted that the IBERDROLA Foundation awarded 70 scholarships for Master s and post-graduate studies last year and this year expects to surpass 100. In this regard, the Chairman referred a management meeting yesterday with 200 Group executives from around the world and former Brazilian President Luis Inacio Lula da Silva as a guest speaker. For Galán, to have President Lula at our events surrounding the annual meeting shows the regard with which IBERDROLA is held in the countries where it is present, as well as the support we receive from them in our activities there. Galán also referred to activities of the IBERDROLA Foundation as well as the Company s support for disabled people s incorporation in the labour market, where it provides 8 million a year in purchases to the Lantegi Batuak organization and thereby gives work to 200 people. He added that scientific research, technological development and innovation are essential elements for a society that aspires to progress and be increasingly competitive, noting that the Company assigned nearly 160 million in 2013 to initiatives related to smart grids, clean energy generation and new technologies and business models. Thanks to this commitment, IBERDROLA has been recognized as Spain s most innovative utility and among the five most active in Europe by the European Commission. The Group s contribution to preserving the environment has remained constant, notably through an increase in emission-free generation to more than 60% in 2013, he said. This led to savings of nearly 20 million tonnes of CO 2, putting the Company s emissions 30% below those of the European electricity sector. In this regard, IBERDROLA is active in preventing emissions by continuing improvement of its carbon footprint, protecting biodiversity at its installations and residue management. This has made it a leader in indices such as the Dow Jones Sustainability, FTSE4Good and Two Tomorrows, which recognize the world utilities that most respect the environment. LEADERSHIP IN CORPORATE GOVERNANCE Galán highlighted IBERDROLA S commitment to good corporate governance practices, which received ample recognition in 2013 with the award for best corporate governance in Spain from World Finance, as well as the Golden Peacock award for excellence in this field, and as leading company in a corporate governance reputational index prepared by Spanish consultants Villafañe & Asociados.

4 Galán told shareholders the Company will continue improving governance practices in coming years to reflect international recommendations and the most advanced practices, with the goal of counting on an ordered, transparent and up to date series of norms to defend the interests of IBERDROLA s stakeholders. He added that the Company has continued to strengthen its commitment to ethical practices followed by all employees. For this purpose the compliance unit is carrying out a comprehensive campaign to communicate the Group s Code of Ethics, so that all professionals are fully aware and apply it. It is a great satisfaction for me that efforts in this area are being recognized internationally, and that IBERDROLA has recently been included in the Ethisphere Institute s list of the world s most ethical companies, the only Spanish one to do so, he said. He also highlighted the recognition received by IBERDROLA s financial team with the recent ranking published by the Institutional Investor Research Group in which the Company placed first among Spanish companies, first among European utilities and second best in European among all categories. In the classification of top executives, Galán was designated by analysts and fund managers consulted by the magazine as best CEO among European electricity companies for the 8 th time. CFO José Sainz Armada and Investor Relations Director Ignacio Cuenca were named best among electricity companies in their respective fields OUTLOOK Galán said that in line with its international objectives the Company presented its outlook for in London last month. Investments are set at 9.6 billion, with the business model founded on: - A balanced risk profile in traditional businesses and more than 80% of investments in regulated businesses; - Operating efficiency, with measures to keep spending flat throughout the period; - And financial strengthening through an additional lowering of net debt and improved financial ratios. Galan referred to the principal growth areas for the Group during the next three years. In the UK, this will come mainly from electricity networks which benefit from a regulatory framework up to 2021 for transmission and to 2015 for distribution. Investment will continue in wind projects, both onshore and offshore. In the US, growth will come from transmission and distribution while renewables will depend on future support for these technologies, Galan said. In Latin America, the main destination for investments will be Mexico where IBERDROLA has already committed $1.5 billion since the energy reform was approved. This will increase capacity there by more than 30% and will reinforce the Company s position as the leading private sector generator of electricity.

5 In Brazil the Group will continue developing its distribution networks through Elektro and Neoenergia and complete hydro and wind energy projects to meet growing demand. In Spain investments will be assigned fundamentally to maintenance and renewing existing installations to continue offering quality service to its customers. Galán said that with these investments and managing costs, the Company projects Ebitda and net earnings to grow an average annual 4% up to 2016 compared to 2014, a year in which the impact of regulatory and fiscal measures in Spain is estimated at more than 1.3 billion. IBERDROLA estimates that net debt will be reduced by 1.8 billion up to 2016 and is confident that financial ratios that count towards its credit rating will improve with a gearing of 40% against 44% now, a drop in the net debt to Ebtida ratio to below 3.5 times, and that of cash flow to net debt rising to above 22%. He added that maintaining sustainable shareholder remuneration levels continues to be a priority for the Company, compatible with solid financial ratios. We project a minimum of 0.27 per share in cash and tax liable, or in shares which are tax free. In this latter case we would repurchase and amortize shares to avoid dilution, maintaining the number of shares in circulation, Galán said. Finally, Galán paid tribute to the work of all the men and women who work for IBERDROLA around the world, including the management team, union representatives and Board Directors without whose commitment we would not be able to present the results we are submitting to the AGM today.

6 IMPORTANT INFORMATION This announcement is not an offer for sale or exchange of securities or request for ofers for sale or exchange of securities. Shares in Iberdrola S.A may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act, as amended. FORWARD-LOOKING STATEMENTS 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 documents sent by Iberdrola, S.A. to the Comisión Nacional del Mercado de Valores and accessible to the public. Forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Iberdrola, S.A. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date they were made. All subsequent oral or written forward-looking statements attributable to Iberdrola, S.A., or any of its members, directors, officers, employees or representatives are expressly qualified in their entirety by the cautionary statement above. All forward looking statements included herein are based on the information available on the date hereof. Except as required by applicable law, Iberdrola, S.A. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.