Call notice

Ordinary General Shareholders' Meeting de REE

The Company's Board of Directors, in its meeting held on 31 March 2003, agreed to convene the Ordinary General Shareholders' Meeting to be held on 24 April 2003 at 12.30, at the first notification, in the Teatro Auditorio Ciudad de Alcobendas, Calle Blas de Otero, 4, 28100-Alcobendas, Madrid, and if necessary, on 25 April 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 25 April 2003 at 12.30 at the Teatro Auditorio Ciudad de Alcobendas.

AGENDA:

One

- Study and approval, if appropriate, of the Annual Accounts (Balance Sheet, Profit and Loss Account and Company Report) and of the Management Report, for both Red Eléctrica de España, S.A. and its Consolidated Group of Companies, and of the draft profit distribution for Red Eléctrica de España, S.A. and of the management of its Board of Directors during the year closing on 31 December 2002.

Two

- Ratification and appointment, if appropriate, of Board Members.

Three

- Re-election of Company Auditors.

Four

- Authorisation for the derivative purchase of equity in the legal terms.

Five

- Amendment of article 20 of the Company Bye-laws (maximum number of Board Members) and addition of a new article 21 bis (Audit Committee).

Six

- Delegation of faculties to the Board of Directors to issue negotiable fixed-income securities and to request, where appropriate, their acceptance and permanence on and exclusion from organised secondary markets.

Seven

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

PARTICIPATION 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 Annual Accounts, Management Report and Auditors' Report for the year 2002; the Annual Consolidated Accounts, the Consolidated Management Report, the Auditors' Report for the Red Eléctrica Group, also for 2002, and the full text of the change proposed in point five of the Agenda, changing the Company Bye-Laws and the report drawn up by the administrators explaining this proposal [download this documentation in pdf format].

GENERAL INFORMATION

As from 2 April, 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 Friday from 10.00 to 14.30 and from 16.00 to 19.30 and Saturdays 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 and 15.00 to 18.00 and Friday 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 11.15, 11.30, 12.00 and 12.15 on 25 April 2003.

PUBLIC TRANSPORT:

BUSES: Line 151, Autonomous Community of Madrid bus service.

Depart from the transport hub at the Plaza de Castilla and alight in Alcobendas, close to the Teatro Auditorio Ciudad de Alcobendas.

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

Alcobendas (Madrid), 31 March 2003

Secretary to the Board of Directors

Rafael García de Diego Barber