Call notice
General Shareholders' Meeting call notice 2021

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 website.

The Board of Directors of Red Eléctrica Corporación, S.A. (the “company”), at a meeting held on 25 May 2021, resolved to call the Annual General Shareholder's Meeting, to be held on first call in 28 June 2020, at 10.00 a.m., and, as the case may be, on second call on 29 June 2021 at the same time and venue, for the purposes of deliberating and resolving on the matters contained in the Agenda.

The General Meeting will be held exclusively by telematic means, i.e. without the physical presence of the shareholders and their representatives, in accordance with the provisions of Royal Decree-Law 34/2020, of November 17, on urgent measures to support corporate solvency and the energy sector, and tax matters, as amended by Royal Decree-Law 5/2021, of March 12, on extraordinary measures to support business solvency in response to the COVID-19 pandemic, being understood to be held for legal purposes at the company's registered offices, located at Paseo del Conde de los Gaitanes, 177, Alcobendas, Madrid.

AGENDA

I. MATTERS FOR APPROVAL

First. Examination and approval, if applicable, of the annual accounts (statement of financial position, income statement, statement of changes in equity, statement of recognised income and expense, statement of cash flows and notes to the financial statements) and management report of Red Eléctrica Corporación, S.A. for the year ended 31 December 2020.

Second. Examination and approval, if applicable, of the consolidated annual accounts (consolidated statement of financial position, consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows and notes to the consolidated financial statements) and consolidated management report of the Consolidated Group of Red Eléctrica Corporación, S.A. and subsidiaries for the year ended 31 December 2020.

Third. Examination and approval, if applicable, of the proposed allocation of the profit of Red Eléctrica Corporación, S.A. for the year ended 31 December 2020.

Fourth. Examination and approval, if applicable, of the report on non-financial information for the Consolidated Group of Red Eléctrica Corporación, S.A. for the 2020 financial year, in accordance with the terms of Act 11/2018 of 28 December 2018 amending the Commercial Code, the restated text of the Spanish Companies Act, approved by Legislative Royal Decree 1/2010 of 2 July 2010, and Act 22/2015, of 20 July 2015, on the Auditing of Accounts, on matters of non-financial information and diversity.

Fifth. Examination and approval, if applicable, of the management performance of the Board of Directors of Red Eléctrica Corporación, S.A. during the 2020 financial year.

Sixth. Appointment of directors of the company.

6.1 Appointment as an independent director of Mr. Marcos Vaquer Caballería.

6.2 Appointment as an independent director of Ms. Elisenda Malaret García.

6.3. Appointment as an independent director of Mr. José María Abad Hernández.

6.4. Ratification and appointment as a proprietary director of Mr. Ricardo García Herrera.

Seventh. Amendment of the Bylaws to adapt them to Law 5/2021, of April 12, amending the Consolidated Text of the Capital Companies Law, approved by Royal Legislative Decree 1/2010, of July 2, and other financial regulations, with respect to the promotion of long-term shareholder involvement in listed companies, and to the partial amendment of the Good Governance Code approved by the CNMV on June 26, 2020, as well as to introduce certain technical and drafting clarifications.

7.1 Amendments relating to Title I ("Name, purpose, registered office and term of the Company") of the Bylaws (articles 2 "Corporate purpose" and 3 "Nationality and registered office").

7.2 Amendments relating to Title II ("Capital stock and shares") of the Bylaws (articles 5 "Capital stock" and 9 "Shareholders' preemptive rights").

7.3 Amendments relating to Section One ("General Shareholders' Meeting") of Title III ("Company Bodies") of the Bylaws (articles 11 "General Shareholders' Meeting", 12 "Types of Meetings", 14 "Quorum", 15 "Right to information", 17 " Presiding Board, mode of deliberation" and 17 bis "Voting by remote means of communication prior to the Meeting").

7.4 Addition of a new article 15 bis ("Rights of attendance and representation").

7.5 Amendments relating to Section Two ("Managing Body") of Title III ("Company Bodies") of the Bylaws (articles 20 "Board of Directors", 23 "Audit Committee", 24 "Appointments and Remuneration Committee" and new 24 bis "Sustainability Committee").

7.6 Amendments relating to Title IV ("Financial Year, Accounting Documents and Distribution of Profits") of the Bylaws (articles 28 "Formulation of Accounts" and 29 "Auditing of accounts").

Eighth. Amendment of the Regulations of the General Shareholders' Meeting to adapt them to Law 5/2021, of April 12, amending the Consolidated Text of the Spanish Companies Act, approved by Royal Legislative Decree 1/2010, of July 2, and other financial regulations, with regard to the promotion of long-term shareholder involvement in listed companies, and to the partial amendment of the Code of Good Governance approved by the CNMV on June 26, 2020, as well as to introduce certain technical and drafting clarifications.

8.1 Amendments to the articles relating to the Regulations of the General Shareholders' Meeting (articles 1 "Purpose and entry into force of the Regulations" and 19 "Publication of the Regulations of the Meeting").

8.2 Amendment of article 2 ("Company Website").

8.3 Amendments to the articles relating to the types of Meetings and their powers (articles 3 "Competences of the Meeting" and 4 "Types of Meetings").

8.4 Amendments to the articles relating to shareholders' rights (articles 6 "Shareholders' rights", 7 "Shareholders' right of participation", 8 "Shareholders' right of information", 9 "Right of attendance", new 9 bis "Remote attendance by electronic or telematic means" and 10 "Proxies").

8.5 Amendments to the articles relating to the conduct of the General Meeting (articles 11 "Quorum", 12 "Chair of the General Meeting", 15 "Constitution, deliberation and adoption of resolutions" and 17 "Publicity").

Nine. Remuneration of the company's Board of Directors

9.1 Approval of the Annual Report on Remuneration of the Directors of Red Eléctrica Corporación, S.A.

9.2 Approval of the remuneration of the Board of Directors of Red Eléctrica Corporación, S.A. for the 2021 financial year.

9.3 Approval of the remuneration through the delivery of shares of the company provided for in the new Long-Term Incentive Plan for the Promotion of the Energy Transition, Reduction of the Digital Divide and Diversification.

9.4 Approval of the Remuneration Policy for the Directors of Red Eléctrica Corporación, S.A. 2022-2024.

Tenth. Reappointment of the statutory auditor of the parent company and of the Consolidated Group.

Eleventh. Delegation for full implementation of resolutions adopted at the General Shareholders' Meeting.

II. MATTERS REPORTED

Twelfth. Report to the General Shareholders' Meeting on the Annual Corporate Governance Report of Red Eléctrica Corporación, S.A. for the 2020 financial year.

Thirteenth. Report to the General Shareholders' Meeting on the amendment of the Board of Directors Regulations of Red Eléctrica Corporación, S.A.