Cover de fax U&M



To the National Securities Market Commission


Julián Martínez-Simancas

General Secretary and Secretary to the Board of Directors


Bilbao, 23 November 2015



Subject: Determination of the reference price of the shares of Iberdrola, S.A. in connection with the issuance of bonds by Iberdrola International B.V. for an amount of EUR 500 million and due 2022


Dear Sirs,


Pursuant to article 228 of the restated text of the Securities Market Law approved by the Royal Legislative Decree 4/2015, of 23 October (texto refundido de la Ley del Mercado de Valores aprobado por el Real Decreto Legislativo 4/2015, de 23 de octubre) and related provisions, and further to the notices of significant event dated 6 November 2015 (with official registry numbers 230,680 and 230,732, respectively), we hereby inform you that the reference price of the shares of Iberdrola, S.A. ('Iberdrola') in connection with the issuance by Iberdrola

International B.V. (the 'Issuer')1 of bonds for an amount of EUR 500 million and due 2022 (the 'Bonds'), was determined last 21 November.


The reference price of the shares of Iberdrola will be EUR 8.7479, which represents a premium of 35 % over the arithmetical mean of the volume-weighted average price of the shares of Iberdrola on the Spanish Stock Exchanges over the trading sessions comprised between 9 November 2015 and 20 November 2015, which was of EUR 6.47994.


Such reference price matches the strike price of the call option purchased by Iberdrola Financiación, S.A. from Barclays Bank PLC over shares of Iberdrola to hedge the exposure of the Issuer to any cash amounts payable in connection with the exercise of the option by the holders of the Bonds


This information is provided to you for the appropriate purposes. Yours faithfully,


General Secretary and Secretary to the Board of Directors




1 A wholly owned subsidiary of Iberdrola, S.A.



NOTICE: This document is a translation of a duly approved Spanish-language document, and is provided for informational purposes only. In the event of any discrepancy between the text of this translation and the text of the original Spanish-language document which this translation is intended to reflect, the text of the original Spanish-language document shall prevail.


Take care of the environment.

Printed in black and white and only if necessary



IMPORTANT INFORMATION


This announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution or reproduction of this announcement in whole or in part is unauthorised. Failure to comply with this directive may result in violation of the United States Securities Act of 1933, as amended (the 'Securities Act') or the applicable laws of any such other jurisdiction.


This announcement is not an offer of securities for sale in the United States of America. The securities to which this announcement relates have not been registered under the Securities Act and may not be offered or sold in the United States of America or to, or for the account or benefit of, persons of the United States of America, absent registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.


This announcement has been prepared solely for information purposes and is not an offer (or a solicitation of an offer) to buy or sell the Bonds or any shares.



NOTICE: This document is a translation of a duly approved Spanish-language document, and is provided for informational purposes only. In the event of any discrepancy between the text of this translation and the text of the original Spanish-language document which this translation is intended to reflect, the text of the original Spanish-language document shall prevail.


Take care of the environment.

Printed in black and white and only if necessary

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