Call notice

The Company's Board of Directors, in its meeting held on 23 Juny 2003, agreed to convene the Extraordinary General Shareholders' Meeting to be held on 16 July 2003 at 12.30, at the first notification, in the Centro Cultutral Pablo Iglesias, Paseo de la Chopera, 59, 28100-Alcobendas, Madrid, and if necessary, on 17 July 2003 in the same place and at the same time, at the second notification, for the purpose of considering and deciding on the matters included on the following

IMPORTANT

The shareholders are informed that the General Shareholders' Meeting will probably take place at the time of the SECOND ANNOUNCEMENT on 17 July 2003 at 12.30 at the Centro Cultural Pablo Iglesias.

AGENDA:

One

- Amendment of Articles 2 (Company purpose), 5 (Share capital), 6 (Shares Register), 7 (Rights granted by shares), 9 (Shareholders' preferential subscription rights), 11 (General Shareholders' Meeting), 13 (Method of announcement), 14 (Quorum), 15 (Attendance at Shareholders' Meetings), 16 (List of those present), 17 (Constitution of panel, method of deliberation), 18 (Minutes), 19 (Administrative body), 20 (Board of Directors), 21 bis (Audit Committee), 22 (Delegation of faculties), 25 (Secretary to the Board), 28 (Audit of accounts), 33 (Resolution of conflicts) and Single Transitory Provision (from now on to be called Single Additional Provision- Special Regime for the State Company for Industrial Holdings - SEPI), withdrawal of Articles 21 (Functioning of the Board of Directors) and 23 (Faculties of the Board of Directors), re-ordering of Articles 21 bis et seq. and addition of a new Article 24 (Appointments and Remuneration Committee) and new Transitory Provisions One and Two of the Company Articles of Association, and approval of a Revised Text for the Company Articles of Association.

Two

- Approval, if appropriate, of a Regulation for General Shareholders' Meetings.

Three

- Determination of the number of Company Directors.

Four

- Ratification, appointment and dismissal, if appropriate, of Company Directors.

Five

- Delegation to the Company Board of Directors, with powers for substitution, for full implementation of the agreements adopted at the General Shareholders' Meeting.

ARTICIPATION BY A NOTARY PUBLIC DURING THE MEETING

The Board of Directors has agreed to request the presence of a Notary belonging to the Official Association of Notaries of Madrid in order to draw up the Minutes on the General Shareholders' Meeting.

RIGHT OF ADMISSION

Shareholders will be admitted to the General Meeting provided they hold at least 50 shares and that these were registered in the appropriate accounting register at least five days prior to the date of the Meeting, and that they accredit this by presenting the admission card which shall be issued by any of the entities forming part of the Department for Compensation and Settlement of Securities or, where appropriate, by Red Eléctrica de España, S.A. at the company premises, on presentation of documents accrediting the ownership and immobilisation of the securities.

Shareholders holding less than 50 shares may group together and confer their representation on other shareholders with whom they complete at least 50 shares. Such groups shall be formed especially for this General Shareholders' Meeting and this shall be laid down in writing.

Shareholders entitled to attend may be represented at the General Shareholders' Meeting by another person, who shall be a shareholder, except in the case of article 108 of Company Law. Representation shall be granted in writing and especially for this Shareholders' Meeting and, where appropriate, voting instructions shall be stated.

If no voting instructions are given, it shall be understood that the representative votes in favour of the proposals presented by the Board of Directors.

RIGHT TO INFORMATION

Any shareholders who so wish may examine and obtain from the company offices (Paseo del Conde de los Gaitanes, 177, 28109, Alcobenda, Madrid) or from the office set up for this purpose at the Hotel Aitana AC (Paseo de la Castellana, 152, Madrid), or may request the immediate despatch free of charge, of the full text of the amendment of the Company Articles of Association and the report drawn up by the administrators explaining this proposal, and the first and second point in the agenda of the Regulation for General Shareholders' Meeting.

GENERAL INFORMATION

Along days 14,15,16 and 17 July, a Shareholders' Office will be set up at the Hotel Aitana AC (Paseo de la Castellana, 152, Madrid) with the following opening hours: from Monday to Wednesday from 10.00 to 14.30 and from 16.00 to 19.30 and Thrusday from 10.00 to 14.00. Also, at the Company's head office and the Regional Delegations (La Coruña, Barcelona, Bilbao, Seville and Valencia), offices will be set up with the following opening hours: Monday to Thursday from 09.00 to 14.00. For further information, please call the shareholders' service at 900 100 182 or consult www.ree.es

BUS SERVICE: A bus service will operate in order to facilitate travel to the Ordinary General Shareholders' Meeting, departing from the Hotel Aitana AC at 11.30, 12.00 and 12.15 on 17 July 2003.

PUBLIC TRANSPORT:

BUSES: Line 157, Autonomous Community of Madrid bus service.

Depart from the transport hub at the Plaza de Castilla and alight in Alcobendas, close to the Centro Cultural Pablo Iglesias.

RENFE SUBURBAN RAIL SERVICE: Line C1 to Alcobendas-S.S. de los Reyes station (with connections at Atocha, Nuevos Ministerios and Chamartín).

Alcobendas (Madrid), 23 Juny 2003

Secretary to the Board of Directors

Rafael García de Diego Barber

IMPORTANT

The shareholders are informed that the General Shareholders' Meeting will probably take place at the time of the SECOND ANNOUNCEMENT on 17 July 2003 at 12.30 at the Centro Cultural Pablo Iglesias.