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.
The Board of Directors of this Company, at a meeting held on March 23, 2006, has adopted a resolution to call an Ordinary Shareholders' Meeting, which will be held at first call on May 25, 2006, at 12:30 p.m. at Teatro Auditorio Ciudad de Alcobendas, Calle Blas de Otero 4, Alcobendas, Madrid and, where relevant, at second call on May 26, 2006, in the same place and at the same time, in order to deliberate and decide on the matters included in the following
Shareholders are informed that the Shareholders' Meeting will take place, in all probability, at SECOND CALL, on May 26, 2006, at 12:30 p.m. in Teatro Auditorio Ciudad de Alcobendas.
Examination and approval, if appropriate, of the Financial Statements (Balance Sheet, Income Statement and Notes to the Financial Statements) and of the Management Report of Red Eléctrica de Españña, S.A. for the year ended December 31, 2005.
Examination and approval, if appropriate, of the Financial Statements (Balance Sheet, Income Statement and Notes to the Financial Statements) and of the Management Report of the Consolidated Group of Red Eléctrica de Españña, S.A. for the year ended December 31, 2005.
Examination and approval, if appropriate, of the proposal for the allocation of the result of Red Eléctrica de España, S.A. and distribution of the dividend, relating to the year ended December 31, 2005.
Examination and approval, if appropriate, of the management carried out by the Board of Directors of Red Eléctrica de España, S.A. in the year 2005.
Ratifications and appointments of Directors of the Company:
Merger by absorption of Red Eléctrica de España, S.A., Red de Alta Tensión,S.A.U. and Infraestructuras de Alta Tensión, S.A.U.:
Amendment of Articles 12 (Classes of Shareholders' Meeting) and 13 (Calling of the Shareholders' Meeting) of the Bylaws.
Amendment of Articles 4 (Classes of Shareholders' Meeting) and 5 (Call) of the Regulation of the Shareholders' Meeting.
Authorization of the Board of Directors to acquire own shares:
Delegation of powers to the Board of Directors to issue and exchange fixed-income transferable securities and to apply for, if appropriate, the admission, presence and exclusion of same from organized secondary markets.
Delegation of powers for the full execution of the resolutions adopted at the Shareholders' Meeting.
Information to the Shareholders' Meeting concerning the Annual Report on Corporate Governance of Red Eléctrica de España, S.A. for the year 2005.
The Board of Directors has resolved to require the presence of a Member of the Institute of Notaries of Madrid to draw up the Minutes of the Shareholders' Meeting, in accordance with the provisions of Article 114 of the Corporations Law and Article 101 et seq of the Mercantile Registry Regulations.
According to the Bylaws and the Regulation of the Shareholders' Meeting shareholders who have paid up capital calls to date and prove their title by certification in their name in the book entries registry five days prior to the date on which the Shareholders' Meeting is to be held are entitled to attend the Shareholders' Meeting.
Shareholders may request, through any of the participating entities (Banks, Savings Banks and financial institutions, in general) of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (IBERCLEAR), the relevant certificate of entitlement or equivalent document of the registry of book entries of the Company's securities.
Shareholders who are entitled to attend may be represented at the Shareholders' Meeting by another shareholder who is entitled to attend, under the terms and with the exceptions established in Articles 106 to 108 of the Corporations Law. The proxy must be granted in writing specifically for this Shareholders' Meeting.
Except for cases of representation following a public request, to which the legal rules in force will apply, in accordance with the provisions of Article 34 of Electricity Sector Law 54/1997, of November 27 (hereinafter the Electricity Sector Law) and of the Bylaws, no person may accumulate proxies which together with his own votes confer on him voting rights exceeding three per cent of the capital stock.
However, in accordance with the provisions of Article 34 of the Electricity Sector Law, voting rights belonging to the shares held by shareholders, exceeding three (3) per cent of the capital stock, in general, and one (1) per cent in the case of shares of persons who engage in activities in the electricity sector and in the case of natural or legal persons that, directly or indirectly, have a stake in the capital of the latter exceeding five (5) per cent, will be suspended and may not be exercised at the aforementioned Shareholders' Meeting.
he above-mentioned limitations, pursuant to the provisions of the Electricity Sector Law, will not apply to Sociedad Estatal de Participaciones Industriales (SEPI).
The Company's Board of Directors, in accordance with the provisions of the legislation in force, of the Bylaws and of the Regulation of the Shareholders' Meeting, at its meeting held on March 23, 2006, has approved the following rules on the exercise of the distance delegation, voting and information so that they may be used at the Company's Ordinary Shareholders' Meeting for the year 2005:
The following are valid means of distance communication in order to grant a proxy for the Shareholders' Meeting:
Shareholders who wish to use the electronic delegation must be in possession of a user's electronic certificate issued by the National Mint (FNMT-RCM), in accordance with the provisions of Electronic Signature Law 59/2003, as Provider of Certification Services.
The user's certificate will be obtained by the shareholder, at no cost to the Company and must be in force at the time the delegation is made.
Any shareholder who has the appropriate user's certificate proving his identity may, through the distance delegation, voting and information service available in the section established for this purpose on the Company's web page (www.ree.es), carry out the delegation by completing the Delegation Form in accordance with the instructions indicated on that Form, as well as any others which are specified on each of the screens which appear in the computer program, and must use the electronic signature by using the appropriate user's certificate.
In order to be effective and valid, the electronic delegation must be carried out from zero hours (00:00) on April 25, 2006 and must be received by the Company, before twenty four hours (24:00) on the day immediately prior to that set for the holding of the Shareholders' Meeting at first call, i.e. before twenty four hours (24:00) of May 24, 2006. Delegations made or received outside the stipulated period will be deemed not to have been made.
For these purposes the Company will implement an electronic dating system, through a third party on the basis of an objective time source (time stamping system) to prove the time of receipt of the electronic delegation, as well as, where relevant, the time of acceptance or rejection of same.
The purpose of the establishment of the above-mentioned period is to allow the Company to verify the status as shareholder of the person who delegates by electronic means and that the number of shares the subject-matter of the delegation made is correct; for such purpose the Company will check such information provided by each shareholder against that supplied to it by Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (Iberclear), as the entity in charge of the registry of book entries of the Company's shares.
Any shareholder who grants his proxy by electronic means undertakes to inform the representative appointed of the proxy granted. When the proxy is granted to some Director, the notice will be deemed to be made when the Company receives such electronic delegation.
Electronic delegations, in order to be valid and effective, must be accepted by each delegate, for which purpose, they must be printed, signed and presented by the representative appointed in each case, to the Company's personnel in charge of the shareholders' registry, at the latest within the hour immediately prior to the time set for the commencement of the Shareholders' Meeting, at first or second call, except those which are made to a Director, which will be deemed to be accepted at the time they are received by the Company.
Only electronic delegations which fulfill all the conditions established in this procedure and are made and received by the Company within the period established for this purpose will be considered valid, once the status as shareholder of the person making the delegation has been verified.
Shareholders wishing to use this form of delegation must complete and sign the Delegation section of the attendance, delegation and voting card issued by the relevant depositories of their shares, or by the Company through the mechanism established for this purpose on its web page, in the section on distance delegation, voting and information.
Since delegations must be accepted by the delegate, except those which are made to a Director, they must be signed by each delegate as evidence of acceptance; the person to whom the voting right is delegated may only exercise it by personally attending the Shareholders' Meeting.
The relevant card, duly completed and signed, must be sent by postal correspondence to the Company's registered office or through the Shareholder Service Office.
In addition, the delegation card, duly completed and signed, may also be presented by the representative appointed who physically attends the Shareholders' Meeting, to the personnel in charge of the shareholders' registry on the date and in the place where the Shareholders' Meeting is to be held, within the hour immediately prior to that set for its commencement, at first or second call, respectively.
Shareholders may use the following means for distance voting:
Shareholders who wish to use the electronic vote must be in possession of a user's electronic certificate issued by the National Mint (FNMT-RCM), in accordance with the provisions of Electronic Signature Law 59/2003, as Provider of Certification Services.
The user's certificate will be obtained by the shareholder, at no cost to the Company and must be in force at the time the vote is cast.
Any shareholder who has the appropriate user's certificate proving his identity may, through the electronic voting service available in the section established for this purpose on the Company's web page (www.ree.es), cast his vote directly by completing the Voting Form in accordance with the instructions indicated on that Form, as well as any others which are specified on each of the screens which appear in the computer program, and must use the electronic signature by using the appropriate user's certificate.
In order to be effective and valid, votes cast by electronic communication must be cast from zero hours (00:00) on April 25, 2006 and must be received by the Company, before twenty four hours (24:00) on the day immediately prior to that set for the holding of the Shareholders' Meeting at first call, i.e. before twenty four hours (24:00) of May 24, 2006. Votes received outside the stipulated period will be deemed not to have cast.
As in the case of electronic delegation, and for the same purpose, an electronic dating system will be established to prove the time of receipt of the electronic vote, as well as, where relevant, the time of acceptance or rejection of same.
Only votes cast electronically which fulfill all the conditions established in this procedure and are received by the Company within the period established for this purpose, will be considered valid, once the voter's status as shareholder has been verified.
In order to cast a vote by distance voting by means of delivery or postal correspondence, shareholders must complete and sign the Distance Voting section of the attendance, delegation and voting card issued on paper, either by the relevant depositories, or by the Company through the mechanism established for this purpose on its web page, in the section on distance delegation, voting and information.
He duly completed and signed card must be delivered or sent to the Company, either to its registered office -Paseo del Conde de los Gaitanes, 177, 28109 Alcobendas, Madrid- or through the Shareholder Service Offices.
Shareholders who do not have the appropriate attendance, delegation and voting card on paper, either in order to be able to physically attend the Shareholders' Meeting or in order to be able to delegate or vote by postal correspondence, may obtain a duplicate thereof through the section provided for this purpose on the Company's web page (www.ree.es) in the distance delegation, voting and information section.
In order to guarantee the security of the system used and the identity of the shareholder that wishes to use this option, the issue of duplicates of cards will require the shareholder to have the appropriate user's certificate issued by the National Mint, under the same conditions as are regulated in this procedure for the use of electronic delegation and voting.
Apart from the usual communication and information channels which the Comany makes available to its shareholders, through ordinary electronic mail, and the Shareholder Service Offices, shareholders may exercise their right to information by electronic means though the mechanism specifically established by the Company on its web page (www.ree.es), in the relevant section regarding distance delegation, voting and information relating to the Shareholders' Meeting.
Shareholders wishing to use this procedure must have the appropriate user's certificate issued by the National Mint, referred to in the previous sections, for the same purposes of guaranteeing the authenticity and identification of each shareholder.
The Company may meet the request for information by means of a response sent to the electronic mail address indicated by the requesting shareholder, or by delivery or dispatch by postal correspondence to the address indicated by him.
The basic rules of priority between distance delegation and voting and personal attendance or through a representative at the Shareholders' Meeting are as follows:
Shareholders that are legal persons must consult the Company's Shareholder Service Offices regarding how to use with the proper safeguards (verification and validation of powers of attorney) the procedure for distance delegation, voting and request for information and their peculiar features.
The shareholder will be the sole responsible for the safekeeping of the user's certificate, as well as for the data and the device for the creation of a signature.
The Company shall not be responsible for the misuse, safekeeping and maintenance of the elements listed in the previous paragraph.
The Company reserves the right to modify, suspend, cancel or restrict this distance delegation, voting and request for information procedure when the guarantees mentioned in it cannot be assured for technical or security reasons and this is duly made public sufficiently in advance by any means which the Company considers appropriate.
The Company will not be liable for any damages which may be caused to the shareholder arising from breakdowns, congestion, falls of lines, connection failures or any other circumstance of the same or a similar nature, beyond the Company's control, which impede the use of the distance delegation, voting and request for information procedure.
In accordance with Data Protection Law 15/1999, of December 13, the Company informs its shareholders that the personal data obtained throughout the distance delegation, voting and request for information procedure, whether they are derived from electronic user certificates or from any other device for the storage and recovery of data from the shareholders' terminals, whether or not with their involvement, or are supplied directly by the shareholder, will be included in a file, for which the Company is responsible, in order to manage the distance delegation, voting and request for information procedure at the Company's Ordinary Shareholders' Meeting for the year 2005 and, in particular, to control, verify and validate the distance delegations and casting of votes, the issue of duplicates of cards and requests for information by electronic means, made by the shareholders at the aforementioned Shareholders' Meeting.
The shareholder expressly consents to the processing and transfer of his personal data, exclusively for the purpose described above, to authorized entities engaged in the provision of certification services and to any of the companies forming the RED ELÉCTRICA Group engaged in the electricity sector.
The owner of the data is informed that the consent granted above is revocable and he may exercise his rights of access, rectification, opposition and cancellation, by contacting in writing the Company's registered office, at Paseo del Conde de los Gaitanes, 177, 28109 Alcobendas, Madrid, through the Shareholder Service Offices or through the Companies' web page.
In accordance with the provisions of the Corporations Law, the Bylaws and the Regulation of the Company's Shareholders' Meeting, shareholders who wish to do so may examine and obtain the following documentation at the Company's registered office (Paseo del Conde de los Gaitanes, 177, 28109 Alcobendas, Madrid), at the Shareholder Service Office available for this purpose from April 24, 2006, at Hotel Aitana AC (Paseo de la Castellana, 152) and on the Company's web page (www.ree.es) or request that such documentation is immediately sent to them, free of charge:
Merger Plan
In accordance with the provisions of Article 240.2 of the Corporations Law, the merger plan referred to in section a) above contains the following references:
Absorbing Company: Red Eléctrica de España, S.A., with registered office at Paseo del Conde de los Gaitanes, no. 177, Alcobendas, Zip Code 28109, Madrid; registered in Madrid Mercantile Registry, in Volume 214 general, 191 of Section 3 of the Companies Book, Folio 38, Page number 62853, Entry 1.
Absorbed Companies: Red de Alta Tensión, S.A. Sole-shareholder Company, with registered office at Paseo del Conde de los Gaitanes, no. 177, Alcobendas, Zip Code 28109, Madrid; registered in Madrid Mercantile Registry, in Volume 17364, Book 0, Folio 132, Section 8, Page M-297921, Entry 1 and Infraestructuras de Alta Tensión, S.A., Sole-shareholder Company, with registered office at Paseo del Conde de los Gaitanes, no. 177, Alcobendas, Zip Code 28109, Madrid; registered in Madrid Mercantile Registry, in Volume 17187, Book 0, Folio 137, Section 8, Page M-294478, Entry 1.
Since the Absorbed Companies are wholly-owned, directly or indirectly, by Red Eléctrica de España, S.A., it is not necessary to include either an exchange rate or exchange procedure, nor a date from which the new shares will confer a right to share in corporate gains, under the provisions of Article 250 of the Corporations Law.
The operations of the Absorbed Companies must be deemed to be performed for accounting purposes on behalf of the Absorbing Company from January 1, 2006.
No special right of any class is conferred on any shareholder at the Absorbing Company. There are no holders of special rights in any of the companies participating in the merger.
No type of benefit is granted to the Directors of the companies participating in the merger.
Shareholders may also consult the Report on Corporate Responsibility (Corporate Report) on the aforementioned web page of the Company.
In accordance with the provisions of the Corporations Law and the Regulation of the Company's Shareholders' Meeting, up to the seventh day prior to that set for holding the Shareholders' Meeting, shareholders may lodge questions or requests for information or explanations relating to points on the agenda or to the information accessible to the public which has been supplied by the Company to the National Securities Market Commission since May 26, 2005, the date on which the last Shareholders' Meeting was held.
From April 24 a Shareholder Service Office will be available in Hotel Aitana AC (Paseo de la Castellana, 152) 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. Furthermore, at the Headquarters and at the Regional Offices (La Coruña, Barcelona, Bilbao, Seville and Valencia) the relevant shareholder service offices will be available with the following opening hours: from Monday to Thursday from 9:00 to 14:00 and from 15:00 to 18:00 and on Friday from 9:00 to 14:00. For further information call the shareholder service: 900 100 182. Electronic mail: accionistas@ree.es www.ree.es
To facilitate access to the venue of the Shareholders' Meeting a bus service will be provided, departing from Hotel Aitana AC at 11:15, 11:30, 12:00 and 12:15, on May 26, 2006.
Public Bus Service; Line 151 of Madrid Region. Departure from Plaza de Castilla transports center stopping in Alcobendas, close to Teatro Auditorio Ciudad de Alcobendas.
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Lastest update: 31-July-2006