Corporate governance

Corporate governance

Call notice

General Shareholders' Meeting call notice - 22 March 2019

Shareholders' Meeting

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 19 February 2019, resolved to call the Shareholders’ Annual General Meeting, to be held on first call on 21 March 2019, at 12.30 p.m. at Auditorio del Complejo de los Duques de Pastrana, Paseo de la Habana 208, Madrid and, as the case may be, on second call on 22 March 2019, at the same time and venue, for the purposes of deliberating and resolving on the items contained on the following

The General Shareholders' Meeting has taken place, in all probability, on SECOND CALL, on 22 March 2019, at 12:30 pm.

See map location

Agenda:

I. ITEMS FOR APPROVAL

One. 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 2018.

Two. 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 2018.

Three. Examination and approval, if applicable, of the proposed allocation of the profit of Red Eléctrica Corporación, S.A. for the year ended 31 December 2018.

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

Five. Examination and approval, if applicable, of the management performance of the board of directors of Red Eléctrica Corporación, S.A. during the 2018 financial year.

Six. Appointment of Directors of the company.

6.1 Ratification and appointment as a director, in the category of “other external”, of Mr. Jordi Sevilla Segura.

6.2 Ratification and appointment as a proprietary director of Ms. María Teresa Costa Campi.

6.3. Ratification and appointment as a proprietary director of Mr. Antonio Gómez Expósito.

6.4. Appointment as an independent director of Mr. José Juan Ruiz Gómez.

Seven. Remuneration of the Board of Directors of the company:

7.1 Amendment of Article 20 (“Board of Directors”) of the Articles of Association in relation to the remuneration of the Board of Directors of the company.

7.2 Approval of the Policy on Remuneration of the Directors of Red Eléctrica Corporación, S.A.

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

7.4 Approval of the remuneration of the Board of Directors of Red Eléctrica Corporación, S.A. for the 2019 financial year.

Eght. Reappointment of the statutory auditor of the parent company and of the consolidated group.

Nine. Delegation for full implementation of resolutions adopted at the general shareholders meeting.

II. REPORTING ITEMS

Ten. Report to the general meeting of shareholders on the annual corporate governance report of Red Eléctrica Corporación, S.A. for the 2018 financial year.

Eleven. Report to the general meeting of shareholders on the amendment of the regulation of the board of directors of Red Eléctrica Corporación, S.A.