Corporate governance

Corporate governance

Call notice

General Shareholders' Meeting call notice 2020

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 31 March 2020, resolved to call the Annual General Meeting of Shareholders, to be held on first call in 13 May 2020, at 10.00 a.m., at the registered office, located at Pº del Conde de los Gaitanes, 177, Alcobendas, Madrid and, as the case may be, on second call on 14 May 2020, at the same time and venue, for the purposes of deliberating and resolving on the matters contained in the following

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, s

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 2019.

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 2019.

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 2019 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 2019 financial year.

Sixth. Appointment of directors of the Company.

6.1 Ratification and appointment as director, within the category of "other external", of Ms. Beatriz Corredor Sierra

6.2 Ratification and appointment as executive director of Mr. Roberto García Merino.

6.3. Re-election as independent director of Ms. Carmen Gómez de Barreda Tous de Monsalve.

Seventh. Delegation in favour of the Board of Directors, for a five (5) year term, of the power to increase the capital stock, at any time, once or several times, up to a maximum of one hundred and thirty five million two hundred and seventy thousand (135,270,000) euros, equivalent to half the current capital stock, in the amount and at the issue rate decided by the Board of Directors in each case, with the power to fully or partially exclude preferred subscription rights, for an overall maximum of 10% of the capital stock and with an express authorisation to accordingly redraft article 5 of the Company’s Articles of Association and if necessary, apply for the admission to trading, permanence and/or exclusion of the shares on organized secondary markets.

Eighth. Delegation in favour of the Board of Directors, for a five (5) year term and an overall limit of five billion (5,000,000,000) euros, of the power to issue, one or several times, directly or through companies of the Red Eléctrica Group, debentures, bonds and other fixed income debt instruments of a similar nature, whether ordinary or convertible or exchangeable for shares in the Company, other companies of the Red Eléctrica Group or other companies that are not related to it, including without limitation, promissory notes, asset backed securities, preferred securities, subordinated debt, hybrid instruments and warrants that provide the right to deliver shares of the Company or other companies in the Red Eléctrica Group, whether newly issued or in circulation, with the express attribution, in the case of convertible securities and equivalents, of the power to exclude, in full or in part, the preferred subscription right for a maximum term, overall of 10% of the share capital; authorisation so that the Company can guarantee new issues of fixed income securities (including convertible or exchangeable securities) by companies of the Red Eléctrica Group; authorisation to accordingly redraft article 5 of the Company’s Articles of Association and to, if necessary, apply for the admission to trading, permanence and/or exclusion of the shares on organized secondary markets.

Nine. Authorisations granted to the Board of Directors for the derivative acquisition of treasury shares and approval of share remuneration scheme for employees, members of management and executive directors:

9.1 Authorisation for the derivative acquisition of treasury shares by the Company or by companies of the Red Eléctrica Group, as well as for their direct award to employees, members of management and executive directors of the company and companies of the Red Eléctrica Group in Spain, as remuneration.

9.2 Approval of a Remuneration Scheme aimed at employees, executive directors and members of the management of the company and of the companies belonging to the Red Eléctrica Group in Spain.

9.3 Revocation of previous authorisations.

Tenth. Remuneration of the Company's Board of Directors.

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

10.2 Approval of the remuneration of the Board of Directors of Red Eléctrica Corporación, S.A. for the 2020 financial year.

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

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

II. MATTERS REPORTED

Thirteenth. Report to the General Meeting of Shareholders on the Annual Corporate Governance Report of Red Eléctrica Corporación, S.A. for the 2019 financial year.

Fourteenth. Report to the General Meeting of Shareholders on the amendments of the Board of Directors Regulations of Red Eléctrica Corporación, S.A.