Call notice

This English translation is exclusively for information purposes and is based on the original, official document in the Spanish language, available in the Spanish version on the company's web site.

During its meeting on 25 March 2004, the Board of Directors of this company agreed to convene a General Shareholders' Meeting to be held, at the first notification, on 5 May 2004 at 12:30 at the Teatro Auditorio Ciudad de Alcobendas, Calle Blas de Otero 4, Alcobendas, Madrid and, if necessary, on 6 May 2004 at the same place and at the same time, at the second notification, for the purpose of considering and deciding on the matters included in the following

IMPORTANT NOTICE

Shareholders are informed that the General Shareholders' Meeting will probably take place at the SECOND NOTIFICATION on 6 May 2004, at 12:30 at the Teatro Auditorio Ciudad de Alcobendas.

AGENDA:

1 - Study and approval, if appropriate, of the Annual Accounts (Balance Sheet, Profit and Loss Account and Annual Report) and of the Management Report of both Red Eléctrica de España, S.A. and its Consolidated Group of Companies, as well as the proposed profit distribution of Red Eléctrica de España, S.A. and of management by its Board of Directors, all with reference to the financial year which closed on 31 December 2003.
2 - Amendment of articles 14 (Quorum) and 15 (Right to information and attendance at Shareholders' Meetings) and addition of a new article 17 bis (Distance voting) in the Articles of Association.
3 - Amendment of articles 2 (Company web site), 10 (Representation), 11 (Quorum) and 15 (Constitution, deliberation and adoption of agreements) in the Regulations for the General Shareholders' Meeting.
4 - Information to the General Shareholders' Meeting on the Regulation for the Board of Directors.
5 - Re-election of Auditors for the accounts of the Company and its Consolidated Group.
6 - Authorisation for the derivative acquisition of shares in the terms that are legally applicable.
7 - Delegation of powers to the Board of Directors to issue negotiable, fixed-interest securities and to request, where appropriate, that they be admitted, remain or be excluded from organised secondary markets.
8 - Delegation to the Company's Board of Directors, with powers for substitution, for full implementation of the agreements reached at the General Shareholders' Meeting.

PARTICIPATION BY A NOTARY AT THE SHAREHOLDERS' MEETING

The Board of Directors has decided to request the presence of a Notary belonging to the Official Madrid Association of Notaries for the purpose of drawing up the minutes of the General Meeting, in compliance with the provisions of article 114 of the Company Act and of article 101 et seq. of the Company Register Regulations.

RIGHT TO ATTEND

According to the Articles of Association and the Regulation for the General Shareholders' Meeting, shareholders who are up to date in the payment of capital calls and who accredit ownership with the relevant certificate in their name on the register of accounting entries five days prior to the date of the Shareholders' Meeting shall be entitled to attend the Shareholders' Meeting.

Shareholders may, through any of the participating entities (banks, savings banks and financial entities in general) request from the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (IBERCLEAR) the appropriate certificate of entitlement or an equivalent document from the register of accounting entries for Company securities in order to obtain, where appropriate, the admission card from Red Eléctrica de España, S.A.

Shareholders who are entitled to attend may be represented at the Shareholders' Meeting by another shareholder who is entitled to attend in the terms and with the exceptions laid down in articles 106 to 108 of the Company Act. Representation must be grated in writing and specially for this Shareholders' Meeting.

Except in the cases of representation after a public call, to which the legal rules currently in force shall be applied, in compliance with the terms of article 34 of the Law on the Electricity Sector, no person may accumulate representations which, together with his or her own vote, give voting rights in excess of three per cent of the share capital.

RIGHT TO INFORMATION

In compliance with the Company Act, the Articles of Association and the Regulation for the Company's General Shareholders' Meeting, any shareholders who so wish may examine and obtain the following documentation from the Company's address (Paseo del Conde de los Gaitanes 177, 28109 Alcobendas, Madrid), the Shareholders' Office set up for this purpose as from 1 April 2004 at the Hotel Aitana AC (Paseo de la Castellana, 152) and the Company's web site (www.ree.es) or request that it be sent to them immediately and free of charge:

1. The full text of the Annual Accounts (Balance Sheet, Profit and Loss Account and Report) and the Management Report for 2003 for the Company and its Consolidated Group, as well as the respective Auditor's Reports (point 1 on the Agenda).
2. The full text on the draft agreement to amend the Articles ofAssociation and the Report from the Administrators (point 2 on the Agenda).
3. The full text of the draft amendment to the Regulation for General Shareholders' Meetings and the Report from the Administrators (point 3 on the Agenda).
4. The full text of the Regulation on the Board of Directors approved in the Board Meeting held on 18 November 2003 (point 4 on the Agenda).
5. The full text of the draft agreement to re-elect the Auditors for the Company and its Consolidated Group (point 5 on the Agenda).
6. The full text of the draft agreement for authorising the derivative acquisition of shares in the terms that are legally applicable (point 6 on the Agenda).
7. The full text of the draft agreement for delegating powers to the Board of Directors to issue negotiable, fixed-interest securities and, where appropriate, to request that they be accepted, remain or be excluded from organised secondary markets (point 7 on the Agenda).
8. The full text of the draft agreement for delegating the Company's Board of Directors, with powers for substitution, for the full implementation of the agreements adopted by the General Shareholders' Meeting (point 8 on the Agenda).
9. The full text of the Annual Report on Corporate Governance for 2003.

Until the seventh day prior to the date of the General Shareholders' Meeting, shareholders may ask questions or request information or clarification on points included in the Agenda or made available to the public in the information provided by the Company to the National Stock Exchange Authorities since 17 July 2003, the date on which the last General Shareholders' Meeting was held.

GENERAL INFORMATION

As from 1 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 (except for April 10 when it will remain closed). Also, at the Company's head office and the Regional Delegations (La Coruña, Barcelona, Bilbao, Sevilla and Valencia), shareholders' 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.

A bus service will operate in order to transport shareholders to the General Shareholders' Meeting, departing from the Hotel Aitana AC at 11.15, 11.30, 12.00 and 12.15 on 6 May 2004.

PUBLIC TRANSPORT:

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

Departure from the transport hub at the Plaza de Castilla, to Alcobendas, at the stop close to the Teatro Auditorio Ciudad de Alcobendas.

Alcobendas (Madrid), 25 March 2004

Secretary to the Board of Directors

IMPORTANT NOTICE

Shareholders are informed that the General Shareholders' Meeting will probably take place at the SECOND NOTIFICATION on 6 May 2004, at 12.30 at the Teatro Auditorio Ciudad de Alcobendas.