Iberdrola : Publication of the announcement of the call to the General Shareholders' Meeting and documentation that will be made available to the shareholders

Julián Martínez-Simancas

Secretary of the Board of Directors

Bilbao, February 24 2017

To the National Securities Market Commission

Subject: Publication of notice of call of the General Shareholders' Meeting 2017 and documentation made available to shareholders

Dear Sirs

Pursuant to article 17 of Regulation (EU) No. 596/2014 on market abuse and 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 our communication of a relevant fact dated February 21, 2017 (registration no. 248,326), we hereby inform you that the notice of call of the General Shareholders' Meeting to be held on March 31 or April 1, 2017 on first and second call, respectively, with the agenda notified in the abovementioned relevant fact is being published on today's date in the Official Commercial Registry Gazette (Boletín Oficial del Registro Mercantil), the "Deia" and "El Correo" newspapers and the corporate webpage of Iberdrola, S.A. (the "Company") (www.iberdrola.com). We attach hereto the aforementioned notice of call, which will be accessible without interruption on the Company's corporate webpage at least until the General Shareholders' Meeting is held.

In addition, we attach the proposed resolutions and management reports in relation to the different items on the agenda of the abovementioned General Shareholders' Meeting. These proposed resolutions and management reports, together with the remaining documentation related to the General Shareholders' Meeting, will be available to the shareholders at the registered office and on the corporate webpage of the Company on the terms laid down in the notice of call.

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

Secretary of the Board of Directors

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 communication does not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities. The shares of Iberdrola, S.A. may not be offered or sold in the United States of America except pursuant to an effective registration statement under the Securities Act or pursuant to a valid exemption from registration.

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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Announcement / 2017 8

of the Call to Meeting

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The Board of Directors of IBERDROLA, S.A. has resolved to call a General Shareholders' Meeting at Palacio Euskalduna in Bilbao (avenida Abandoibarra número 4), on Friday 31 March 2017, at 11:30, on first call, or, if the required quorum is not met, on the next day, at the same place and time, on second call. It is expected that the required quorum will be met on first call, for which reason it can be expected that the proceedings will take place on 31 March 2017.

Agenda

Annual accounts, corporate management and change of auditor

1. Approval of the individual and consolidated annual accounts for financial year 2016.

2. Approval of the individual and consolidated management reports for financial year 2016.

3. Approval of the management and activities of the Board of Directors during financial year 2016.

4. Appointment of KPMG Auditores, S.L. as new auditor of the Company and of its consolidated group for financial years 2017, 2018, and 2019.

   Update of the Corporate Governance System

5. Approval of the preamble to the By-Laws.

6. Amendment of articles 7 and 8 of the By-Laws to reflect the Company's commitment to maximisation of the social dividend and to the Mission, Vision, and Values of the Iberdrola group.

7. Amendment of article 14 of the Regulations for the General Shareholders' Meeting to strengthen the right to receive information and to make technical improvements.

8. Amendment of articles 19 and 39 of the Regulations for the General Shareholders' Meeting

   to expand the channels for participation in the General Shareholders' Meeting.

   Renewal of the Board of Directors

9. Appointment of Mr Juan Manuel González Serna as independent director.

10. Appointment of Mr Francisco Martínez Córcoles as executive director.

    Remuneration of the shareholders, the directors, and management personnel

11. Approval of the proposed allocation of profits/losses and distribution of dividends for financial year 2016.

12. Approval of an increase in capital by means of a scrip issue at a maximum reference market value of 1,032 million euros.

13. Approval of an increase in capital by means of a scrip issue at a maximum reference market value of 1,168 million euros.

    As regards each of the increases, which implement the "Iberdrola Flexible Dividend" system, it is proposed to: (i) offer that the Company acquire the free-of-charge allocation rights of the shareholders at a guaranteed fixed price; and (ii) delegate powers for the implementation thereof.

14. Approval of a reduction in share capital by means of the retirement of 219,990,000 own shares (3.41% of the share capital). Delegation of powers for the implementation thereof.

15. Approval of a strategic bonus for the executive directors and management personnel linked to the Company's performance for the 2017-2019 period, to be paid through the delivery of shares. Delegation of powers for the further development and implementation thereof.

16. Consultative vote regarding the Annual Director Remuneration Report for financial year 2016.

    Authorisation to issue fixed- income securities

17. Authorisation to the Board of Directors to issue simple debentures and other fixed-income securities that are neither exchangeable for nor convertible into shares, as well as to guarantee the issue of securities by the Company's subsidiaries, with a limit of 6,000 million euros for notes and of 20,000 million euros for other fixed-income securities.

    Formalisation of resolutions

18. Delegation of powers for the formalisation and conversion into a public instrument of the resolutions adopted.

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