Iberdrola, S.A. (BME:IBE)
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Apr 27, 2026, 5:44 PM CET
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AGM 2022

Jun 17, 2022

Ignacio Galán
Chairman, Iberdrola

Good morning ladies and gentlemen, shareholders. After two years of holding these AGMs only telematically, we want to go back to institutional normality by using resilient formulas that favor a maximum participation of our shareholders at the AGM. In order to do so, the company has implemented the necessary mechanisms to fulfill the rights of information, intervention, assistance, and delegation of vote. We've also set up new participation channels in addition to telematic channels, and we've extended the forms of crediting shareholders and their representatives. We've decided to hold this meeting in person at Torre Iberdrola, and this coincides with the tenth anniversary since it was opened. With seat bookings, which guarantees health requirements are met.

Thanks to everybody's efforts and thanks to the incentives that we have given people to participate, that I'll describe later on, I am pleased to tell you that we've reached the necessary quorum to constitute and hold the AGM, so therefore we can begin. I'm now going to give the floor to the secretary.

Julián Martínez-Simancas
Secretary, Iberdrola

Thank you very much Chairman. Good morning ladies and gentlemen. As the Chairman has pointed out, this meeting is being held at the company headquarters with the face-to-face and remote presence of the shareholders and their representatives. The company has opened up various channels in order to delegate and to vote in advance. In order to facilitate the rights of the shareholders, the interventions that those that attend remotely wish to make will be received as indicated in the call for the meeting up to the beginning of this meeting. I would like to report that the Chairman and Secretary of the shareholders meeting are held by the same people that hold the positions of Chair and Secretary in the company. Mr.

Ramón Múgica Alcorta is present in the room, the notary that will draft the minutes of the meeting. The announcement of the call, the proposals made by the board, the reports and documents approved by the board, the modifications or improvements included in the governance and sustainability system, and the remaining information required by the company bylaws have been available on the corporate website. An external review has been made of the various procedures, delegation, remote voting, and counting of the votes, as well as reserving seats in the hall. Pending final checks, the compliance with the governance and sustainability system is confirmed.

According to the current rules, all questions will be answered during this meeting or in writing within seven days of the meeting, and that they will be delivered to the notary to be literally transcribed in the minutes when the shareholders have stated that they wish their questions to be included.

Ignacio Galán
Chairman, Iberdrola

Now that seven months have gone by since its publication, all of you know the annual accounts and the management report and the non-financial information statement corresponding to the year 2021. This was formulated by the board of directors on February 22nd and was made available to you on the website of the CNMV and of our company, where you can consult this information together with the respective auditing and verification reports. This is why, in order to speed up this AGM, I will only underscore some of the data of a record year for Iberdrola, in which the acceleration of our investments that have reached EUR 9.9 billion have allowed us to grow more than expected initially.

This confirms the success of our sustainable model that is aimed at consolidating an economy that is free of emissions and which is much more self-sufficient from the energy perspective. As a result of this, our sales have reached a figure of EUR 39.11 billion with an increase of 18%, compared to the year 2020. The group's EBITDA reached EUR 12 billion, which is 90% higher than the previous fiscal year. Profits reached EUR 3,855 million with a growth of 8%.

Once the AGM finishes, we will show a documentary that explains how our company has evolved, as well as the most relevant events of 2021, the contribution that Iberdrola has made towards all the interest groups and our prospects for the future. These are excellent results that have been achieved thanks to the efforts and dedication and the wonderful work of all the professionals that form part of our group. Those that have allowed us to see that our company is nowadays one of the two largest and most important companies on the Spanish stock exchange in terms of capitalization, and the biggest European utility and one of the leaders in the world, and one of the most outstanding companies on the IBEX 35, with nearly 15%.

These results have also made the board of directors propose a supplementary dividend of EUR 0.27 per share, which together with the EUR 0.17 that were paid in February as an interim dividend, represent retribution or remuneration to the shareholder of EUR 0.44 per share, which is 5% higher than the figure of the previous year. Well, as regards to the main new developments that we are to present here for your approval, I would like to underscore the reform of the company's bylaws and of the regulation applicable to the AGM to consolidate Iberdrola's commitment in terms of its purpose and values and its social dividend, as well as the introduction of what we call the involvement dividend. Because at Iberdrola, we are fully aware of the importance of involving all of the groups of interest in our social life.

In particular, we are aware of how relevant it is for shareholders to participate at the AGM. That's why we are still looking for instruments to even foster it further. What we are proposing for your approval is an involvement dividend, which consists in paying EUR 1 per every 200 shares to the shareholders with the right to attend this AGM for having exceeded the quorum of participation of 70% of the share capital. Finally, and as regards to the composition of the board, I would now like to underscore the proposals that are relative to the reelection of Anthony L. Gardner and the ratification and reelection of María Ángeles Alcalá Díaz and Isabel García Tejerina as independent directors. These proposals show how committed the company is in terms of independence and diversity.

After their appointment, 71% of the directors will be independent, and 43% of them will be women. Now I would like to give the floor to the secretary so that he can give the information on the recommendations of the Code of Good Governance.

Julián Martínez-Simancas
Secretary, Iberdrola

According to what has been stated by the Chairman, I would like to report that the company complies with all the recommendations established in the Good Governance Code of Listed Companies that are applicable. Except number 1, since Article 29.2 of our bylaws approved by you limits to 10% the maximum number of votes that can be cast by a partner. This measure is to defend shareholders in companies with an ownership structure which is dispersed, such as Iberdrola's. Number 64 refers to payments for termination of relations with executive administrators due to the existence of contracts previous to the publication of this recommendation.

Ignacio Galán
Chairman, Iberdrola

Going to give the floor to the secretary so that he can inform on the constitution quorum of this AGM.

Julián Martínez-Simancas
Secretary, Iberdrola

The share capital today amounts to EUR 4,828,172,000 and is represented by 6,437,563,000 ordinary shares. All of them with a nominal value of EUR 0.75 each and belonging to a single class and series. A total of 71,411 shareholders holding 4,643,719,000 shares, representing 62.5% of the company are attending this meeting. Of these shareholders, a total of 18,234 are holding 124,894,893 shares are considered to be present or attending, representing 16.8% of the share capital.

A total of 53,163 shareholders holding 63,859,653 shares, representing 49.95% of the share capital are represented or have delegated their vote. The treasury stake, which amounts to 198,321,883 shares and represent 3.081% of the share capital, have been included in order to calculate the necessary percentages for the constitution and adoption of resolutions. Albeit, according to the law, the right to vote related to these shares is suspended.

Ignacio Galán
Chairman, Iberdrola

We hereby confirm the valid constitution of this AGM in its second quorum to deal with all the issues that appear in the agenda. I'm now going to give the floor to the notary.

Ramón Múgica Alcorta
Notary, Iberdrola

In compliance with Article 101.1 of the Commercial Register Regulations, I state that I have been requested to attend this shareholders' meeting and draft the minutes of the meeting. I have judged the capacity of the request and have verified that the meeting has been summoned according to the legal and bylaw requirements, and have accepted the request. I also state that after examining the request for information and clarifications made in writing through the channels provided by the company, no shareholder has expressed, neither themselves or through their representatives, any reservation or protest regarding the summons to the general meeting. The provisions adopted to facilitate the rights of the shareholders or the celebration of the meeting itself.

Finally, in compliance with Article 101.3 of the mentioned Commercial Register Regulations, I have to ask this assembly the following question. Are there any reservations or protests regarding the statements made by the secretary regarding the number of shareholders attending and the capital present and represented? There are none. The minutes will reflect that no reservations or protests have been made by any of the attendees, either in their own name or in the representation they hold.

Ignacio Galán
Chairman, Iberdrola

We're now going to move on to the Q&A session. I'm gonna give the floor to the secretary.

Julián Martínez-Simancas
Secretary, Iberdrola

The shareholders that have given sufficient notice to speak are the following: Mr. Joaquín Mazariegos, Ms. Yolanda Gómez, Mr. Pedro Azcárate, Mr. José Antonio Fernández, Mr. Manuel Sánchez-Monasterio, Ms. María del Carmen Álvarez-Linera, Mr. José María Criado, Mr. José Antonio Dateo, Ms. Ángela Sánchez Adicai, and Mr. Roberto González. The questions will be answered by the chairman. The first is evaluation of the decarbonization efforts by Spanish and European authorities.

Ignacio Galán
Chairman, Iberdrola

Well after 20 years, we've been putting our stakes on economy that is low in emissions. It's wonderful to see that there's a consensus in favor of decarbonization. We also want to become much more self-sufficient from the energy perspective. Today, 75% of the energy that is consumed, it comes from oil, gas and coal, and less than 25% comes from electricity. This is why we want to decarbonize and want to be more self-sufficient. If we want to do this, we have to increase our electricity share in the energy mix. Even in the case of electricity, we have to increase the percentage of renewables because nowadays, more than half of this is produced with fossil energy. Therefore, this is an enormous opportunity to develop renewables.

Also for the electric grid and for the storage facilities that are required to integrate all of these things, but also for other energy vectors, such as green hydrogen, for instance. The European energy policy is promoted through the Fit for 55 agreement or the new REPowerEU package that has been recently approved, that I call Fit for Self-Sufficiency. In this new environment, Iberdrola, I think that we have some very clear-cut advantages because we have more than 20 years of experience in developing and executing renewable projects. We have a young and well-trained human team from 79 different nationalities. We have access to green funding because nowadays we are the biggest issuers of green funding in the world, and we are present in stable and attractive markets like the United States, the U.K. or Australia, apart from the traditional markets in Europe and Latin America.

Thanks to which we can say that we've multiplied by 7 our size in the last 20 years. Now we've become, as I said previously, one of the most outstanding companies on the Spanish IBEX, and the first European utility, one of the biggest in the world. I'm sure that in the future we will invest more, and we will grow even further in this regard.

Julián Martínez-Simancas
Secretary, Iberdrola

There's a second question, Chairman, on the impact on Iberdrola of the Ukraine War.

Ignacio Galán
Chairman, Iberdrola

Well, firstly, I would like to start off by, well, saying on my behalf and on behalf of all the people that form part of the board of directors and all of its workers, I would like to send a message of solidarity to the people of Ukraine. We hope that the invasion will finish as soon as possible, and we hope that freedom and peace can be reestablished in that country. As regards your question, the impact for us is minimal because we are neither present in Russia, and we're not present in Ukraine, nor do we import gas from those countries. Apart from that, this war is proving that we have to be more self-sufficient from the energy perspective. I said so before, and I'd like to stress that.

That means that we need to make more investments so that we can electrify the economy, and we have to invest more money in, networks, in renewables, and also in storage facilities for electricity. That is our strategy, and it has been our strategy for the last 20 years.

Julián Martínez-Simancas
Secretary, Iberdrola

There are two questions that refer to the macroeconomic situation and the current price situation and how this could affect the Iberdrola dividend.

Ignacio Galán
Chairman, Iberdrola

I think that our activity is less sensitive to cycles because of the stability of electrical consumption, and also because we expect that demand will grow, thanks to a higher degree of electrification. In addition to that, in our particular case, we are very diversified from a geographic perspective, and our income, our revenues come from countries with different currencies. We have 1/3 in EUR, another 1/3 in USD, 20% in GBP. At a point in time when these currencies are revaluing vis-à-vis the euro. We've also sold all of our energy production for the year 2022. As I've already mentioned on previous occasions, we've sold it at fixed prices before we established the current prices.

In view of the drought that is affecting Spain and the lack of wind, we have been forced to buy more power, more energy than what we would not require normally at higher prices. We have not applied this increase to our customers, which has brought about a slight decline in the results of Iberdrola Spain that have been compensated thanks to the growth we have in other countries. We also have sold more than 80% of our energy in the year 2023, and lots of energy for the following years too. Our supplies of equipment for 2022 are now fully committed with prices that have already been established.

As regards possible increases in interest rates, we have 80% of our debt at a fixed rate with long-term maturities of more than six years on average. This is why we are proposing to this AGM a dividend of 0.44 EUR per share, which is 5% more. In view of how the fiscal year is evolving, especially in our businesses in the United States and Brazil, we can also ratify our prospects as regards, well, we've said this previously, as regards reaching a net profit between EUR 4 and EUR 4.2 billion , and increase the dividend in the same proportion, too.

The major investments we're making, they're enormous investments, as everybody knows, throughout the world, are also going to allow us to carry on growing in the next few years, and we expect that growth will also be in terms of results and dividends.

Julián Martínez-Simancas
Secretary, Iberdrola

There's a question on the growth of the offshore wind business.

Ignacio Galán
Chairman, Iberdrola

Well this is not new. Offshore wind power is not new because we already mentioned this, 15 years ago in the U.K.. Once again, our company was a pioneer in this technology. This applied to onshore, but now it also applies to offshore. This is a reality. At our company, we have 2 wind farms in operation in the U.K. and one of them in Germany that are already delivering more than EUR 600 million to our EBITDA every year. We are also building another 2 wind farms in Germany, 3 in the United States, and 1 in France.

We have a team that is made up of more than 800 professionals of 20 nationalities with lots of experience because they are now at two centers, one in London and the other one in Boston, apart from other venues that we have in Spain, Germany, France or Japan to develop these things. Over the next 3 or 4 years, approximately, well, I'm glad to remind you that we're gonna invest something like EUR 10 billion in this sector, fundamentally in the United States, Germany, France or the U.K. In the case of the U.K., we've just submitted, I think it was on the fifteenth, our proposal to an auction for the East Anglia Three project of 1,000 MW with investments in excess of EUR 4 billion.

As regards to the future, we are also growing and reaching out to other countries like Japan or Taiwan or South Korea, where we already have several developments underway, and we have people working in those countries. In the case of Japan, I trust and hope that if in the next few months, there's another round of auctions, it will be possible for us to participate with some of the projects we have in our pipeline.

Julián Martínez-Simancas
Secretary, Iberdrola

A shareholder asks about the green hydrogen business and its potential development and profitability.

Ignacio Galán
Chairman, Iberdrola

Well, I think that the first step that we have to take to decarbonize the economy, first, we have to make progress in terms of electrification with renewables. This is something that at Iberdrola we've been doing for the last 20 years. Although there are sectors that more or less represent 20% of the energy and where it's difficult to implement electrification. In those sectors in which it's difficult to electrify, there is a solution which is based on using green hydrogen that is produced by means of electrolysis with renewable electricity. As we are fully convinced of this opportunity that cropped up two years ago, we put our stakes on this technology, and we now have several real-life projects.

Recently, for instance, we had the honor of being visited by His Majesty the King to open our green hydrogen plant in Puertollano, which is the largest of Europe for industrial applications. We have another one in Barcelona to supply green hydrogen to the buses that are used in the city. We have a pipeline of more than 60 projects that if they ever materialize, they could represent an investment in excess of EUR 3 billion, both in Europe and America, and which I hope will happen in the next few years. In addition to that, the European Commission has clearly focused on the production of hydrogen in Europe, and it's established a target of more than 10 million tons for 2030.

I'm sure, as I've said on previous occasions, that it will provide the necessary support mechanisms in order to achieve this goal.

Julián Martínez-Simancas
Secretary, Iberdrola

Regarding diversity and inclusion, there's a question about what else Iberdrola is going to do in this field.

Ignacio Galán
Chairman, Iberdrola

Well, we've been a pioneer company in terms of equality at Iberdrola, and we've done this in a sector that traditionally in the past, well, women have hardly been present or a time ago, if I'm not mistaken, they only represented just over something like 20% of the workforce. On our board, and this is something that everybody knows at this point in time, we have the same number of men and women on the board. We don't have a wage gap in Iberdrola, as you've also been able to see in our report on diversity and inclusion. We have more than 100 work-life balance measures and flexibility measures so that men and women can carry on with their family lives without any kind of interference.

We want more women to join technical studies both at universities as well as vocational training centers with ad hoc scholarships, which is what we are giving. I feel very proud of these initiatives. We have, for instance, schools for women electricians that we have in Brazil up and running right now. Everybody knows that we are supporting female sport because in Spain, we have 600,000 women in 32 federations we are supporting. I think that right now, two out of every three women that form part of a federation in Spain of any sport are receiving Iberdrola support. Not only in Spain, but also in Brazil. We are also supporting the national football championship of women, as well as the national team, the national side.

I feel very proud, and in fact, Forbes has recognized us as one of the 10 best companies in the world based on the integration of women and because we are present at the most outstanding indices of the world, like the Bloomberg Gender-Equality Index. Although diversity and inclusion are much more than gender equality, of course. This is why by following the policy approved by the board, we are also working very hard to eliminate any kind of barrier against people with different skills. We are open to all kinds of cultures and ethnicities, because as I said before, we have workers from 79 nationalities from five continents. In any case, we are fully aware of the fact that there is still much more work to be done.

Although we are completely sure that equality and that the respect for diversity and that inclusion are absolutely unstoppable now.

Julián Martínez-Simancas
Secretary, Iberdrola

There's a question, Chairman, on Iberdrola's investments in the United States and the reasons why the PNM operation wasn't carried out, the New Mexico and Texas utility.

Ignacio Galán
Chairman, Iberdrola

Well, as you know, we've been operating in the United States for 15 years, and we are the European utility and the Spanish company of all sectors with the biggest investments in this country. As regards renewables, we have wind farms and solar farms in 25 states. We are building the first major offshore wind farm in the country off the coast of Massachusetts, as I said before. There are going to be another two coming along, and also off the coast of Massachusetts, and the investments will total several billion dollars. In the case of grids, we are in the states of New York, Connecticut, Maine, and Massachusetts. We are delivering our services to more than 7 million Americans. Another case of PNM, as you know, this is the utility in New Mexico and Texas.

We also expect to be able to get this done in the future. In this particular case, and as regards the issue of the merger with PNM, with the utility in New Mexico, we have all the federal and state permits, except for one of them, and an appeal has been filed at the Courts of Justice. I'm sure that the outcome of this appeal is going to be positive. I know that over the next few months, we will have the operation carried out in full because I believe that it's very, very beneficial both for the shareholders of both companies as well as for the citizens of these states.

Julián Martínez-Simancas
Secretary, Iberdrola

A shareholder from Bilbao asks Iberdrola to continue to promote the image of Bilbao and the Basque Country and asks about investments in renewables in the Basque Country.

Ignacio Galán
Chairman, Iberdrola

Well, this is something that I've repeated many times. We are very proud of our Basque roots because we were born here and we've been here for the last 120 years. I mean, this is where we want to continue in the future. This is why whenever we can, we try to showcase to the rest of the world this dynamic and very important Basque Country. We've been able to do so this year by bringing to Bilbao two outstanding events. On the one hand, the annual meeting of the ERT with the 60 largest industrial companies of Europe that employ more than 5 million people and have a turnover of more than EUR 2 trillion.

This event, well, it was wonderful because we had His Majesty the King, the Vice President of the European Commission, the Basque President, and the Vice President of the Government of Spain, as well as the Deputy General of Vizcaya and the Mayor of Bilbao. That meant that the event was a total success. That's why I plan to thank them very much indeed. I would like to thank the mayor. I met up with him this morning, and I would like to thank them for all of their support and their dedication. For me, it was a great satisfaction to see that after this business summit, the Financial Times published an extensive article, praising this significant transformation of the Basque Country and the opportunities that are offered here for overseas investments.

Something similar happened a few months later with WindEurope, and that is the major wind power trade fair exhibition of Europe, which we expect to bring back to Bilbao in future years. Talking about investment, nowadays, our investments and our purchases with Basque companies generate 12,000 jobs. We are the biggest taxpayer. Together with the Provincial Council of Biscay, we've set up a center of excellence and innovation for smart grids in Larraskitu that has 120 innovation projects in which 80 companies are involved, and practically all of them are based in the Basque Country. As regards specific investments in renewables, we have several wind farms in operation in the three Basque provinces, one in Oiz, here in Biscay, with 217 MW.

We are now, we have a joint venture with EVE, and we are promoting another 4 wind farms, as well as a PV station, which will be the largest of its kind in the Basque Country. This is being done together with EVE and the Mondragon Corporation. All of these investments on the whole could actually exceed EUR 300 million over the next few years.

Julián Martínez-Simancas
Secretary, Iberdrola

Finally, a shareholder wishes to acknowledge the board and its chairman for their work in defending the Iberdrola business project, and asks that we continue along these lines.

Ignacio Galán
Chairman, Iberdrola

Well, before anything else, I would like to thank you for your kind words on my behalf and on behalf of the board too. In any case, without a doubt, we have defended and will defend as much as we possibly can. This project has transformed Iberdrola into Europe's the biggest utility and also one of the biggest companies in the world. It's a company model that is based on collaborating with all of our interest groups in all of the countries in which we are present in the five continents, and it's a model that always defends. Rest assured it defends your interests, shareholders, as you can see, by making this proposal of increasing the dividend that is here to be approved by you.

We are fully convinced that it's also compatible with our social dividend commitment that, by the way, can be seen in our bylaws and that you approved several years ago. Because a business project is only sustainable if it does generate value for society as a whole, not only through the service that it renders, but also through the jobs it produces, its contribution towards the public treasury, how it takes care of the environment, how it fosters innovation, and of course, how it defends and pays its shareholders in a sustainable manner. That's what we're doing at Iberdrola. Because last year, we hired more than 5,000 people, and we've given more than 50 hours of training per person. We've maintained 400,000 jobs of our suppliers through our purchases exceeding EUR 12 billion a year.

We have emissions of only 60 grams per kilowatt-hour in Europe, which is a fourth of what our European competitors have. We contributed with nearly EUR 8 billion in the case of the IRS services, and this is something you can see in our tax transparency report. We've spent EUR 350 million on innovation, and of course, we are paying this dividend of EUR 0.44 per share, which is 5% more compared to the previous fiscal year. This is why you can be absolutely sure that we are going to continue along the same path. In other words, we're gonna be creating value for everybody.

Julián Martínez-Simancas
Secretary, Iberdrola

Now we will vote on the proposed resolutions. Regarding the provisional results of the vote, I must point out that the votes issued remotely as well as the proxies received through all the channels have been processed. After checking the count of the votes and pending final checks, the procedures applied meet the provisions of the governance and sustainability system and its rules. The votes are related to the shares present and represented will be considered to be according to the rules of the shareholders. Regarding points 14, 15, 16, and 17, regarding the remunerations and ratification and reelection of directors, the members of the board that are conflicted will abstain from exercising the right to vote of the shares that they represent.

These rights will be exercised unless the opposite is stated by the Secretary of the Board of Directors, and if he were conflicted by the Vice Secretaries, we have all expressly accepted the nomination. As we can see on the agenda, the subjects are grouped by blocks, and we will announce the votes obtained. A first group, where we put your approval, the annual accounts, the management reports, the non-financial information, the company management, and the reelection of KPMG as Auditor of Accounts for a term of 2 years. In the second block, the modification of the Preamble and Article 7 and 16 of the bylaws and Article 7 of the Shareholders' Meeting Regulations.

The third block request your authorization for the payout of the new engagement dividend and the final dividend and two capital increases within the Iberdrola flexible remuneration system. To compensate the dilution effect of the capital increases, we propose reducing it by a maximum of 3.069%. There will also be a consultative vote on the annual report on directors' remunerations. Fourthly, the reelection of Mr. Anthony L. Gardner as Independent Director and the ratification and reelection of Ms. María Ángeles Alcalá Díaz and Ms. Isabel García Tejerina as Independent Directors. They have all expressed their intention to accept the position that will be formalized after the meeting. We also request your approval to determine the number of members of the board of directors.

Fifth, we request your authorizations to acquire treasury stock, and we also request the delegation of powers to formalize and publish the resolutions. In view of the review of the results, I'm pleased to report that excluding the votes that have not yet been counted of the shareholders that are attending face-to-face or remotely, there is sufficient majority under each item of the agenda to approve all the proposed resolutions put to the shareholders meetings. The final data on the vote will be published on the company's website.

Ignacio Galán
Chairman, Iberdrola

Well, according to the information that the panel has and that will be detailed in the minutes of this AGM, all of the proposals that have been formulated by the board have been approved. On behalf of the board, I would like to thank you all for your participation and for your support. I would like to remind you that now we're going to show the documentary that I mentioned previously on the most relevant landmarks of last year. We here conclude the AGM. Thank you very much, and the session is adjourned.

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