Corporate governance

Corporate governance

Previous Shareholders' Meeting

Ordinary General Shareholders' Meeting 2017

Call notice for Ordinary Shareholders' Meeting

The Ordinary General Shareholders' Meeting shall be held on first call on 30 March 2017, at 12:30 pm at Auditorio del Complejo de los Duques de Pastrana, Paseo de la Habana, 208, 28036 Madrid and, if appropriate, on second call on 31 March 2017.

The General Shareholders' Meeting shall take place, in all probability, on SECOND CALL, on 31 March 2017, at 12:30 pm.

Agreements and other documentation Ordinary Shareholders' Meeting

Documentation referring to the development of the Ordinary General Shareholders' Meeting corresponding to April 2016.

Agreements and other information

Quorum and voting

Additional information

Auditing

Ordinary General Shareholders' Meeting 2016

Call notice for Ordinary Shareholders' Meeting

The Ordinary General Shareholders' Meeting shall be held on first call on 14 April 2016, at 12:30 pm at Auditorio del Complejo de los Duques de Pastrana, Paseo de la Habana, 208, 28036 Madrid and, if appropriate, on second call on 15 April 2016.

The General Shareholders' Meeting shall take place, in all probability, on SECOND CALL, on 15 April 2016, at 12:30 pm.

Agreements and other documentation Ordinary Shareholders' Meeting

Documentation referring to the development of the Ordinary General Shareholders' Meeting corresponding to April 2016.

Agreements and other information

Quorum and voting

Additional information

Auditing

Right to information

Extraordinary General Shareholders' Meeting 2015

Call notice for Extraordinary Shareholders' Meeting

The Extraordinary General Shareholders’ Meeting, shall be held on first call on 17 July 2015, at 09:30, at Paseo del Conde de los Gaitanes, 177, Alcobendas, Madrid and, as the case may be, on second call, on 18 July 2015, at the same place and time.

The General Shareholders' Meeting shall take place, in all probability, on FIRST CALL, on 17 July 2015, at 9:30 pm.

Agreements and other documentation Extraordinary Shareholders' Meeting

Documentation referring to the development of the Extraordinary General Shareholders' Meeting corresponding to July 2015.

Agreements and other information

Quorum and voting

Additional information

Auditing

Ordinary General Shareholders' Meeting for the financial year 2015

Call notice for Ordinary General Shareholders' Meeting

The Ordinary General Shareholders' Meeting shall be held on first call on 14 April 2015, at 12:30 pm at Auditorio del Complejo de los Duques de Pastrana, Paseo de la Habana, 208, 28036 Madrid and, if appropriate, on second call on 15 April 2015.

The General Shareholders' Meeting shall take place, in all probability, on SECOND CALL, on 15 April 2015, at 12:30 pm.

Agreements and other documentation Ordinary General Shareholders' Meeting

Documentation referring to the development of the Ordinary General Shareholders' Meeting corresponding to April 2015.

Agreements and other information

Quorum and voting

Additional information

Auditing

Ordinary General Shareholders' Meeting for the financial year 2014

Call notice for General Shareholders' Meeting

The Ordinary General Shareholders' Meeting shall be held on first call on 8 May 2014, at 12:30 pm at Auditorio del Complejo de los Duques de Pastrana, Paseo de la Habana, 208, 28036 Madrid and, if appropriate, on second call on 9 May 2014.

The General Shareholders' Meeting shall take place, in all probability, on SECOND CALL, on 9 May, 2014, at 12:30 pm.

Agreements and other documentation General Shareholders' Meeting

Documentation referring to the development of the Ordinary General Shareholders' Meeting corresponding to May 2014:

Ordinary General Shareholders' Meeting 2013

Call notice for General Shareholders' Meeting

The Ordinary General Shareholders' Meeting shall be held on first call on 17 April 2013, at 12:30 pm at Auditorio del Complejo de los Duques de Pastrana, Paseo de la Habana, 208, 28036 Madrid and, if appropriate, on second call on 18 April 2013.

The General Shareholders' Meeting shall take place, in all probability, on SECOND CALL, on 18 April, 2013, at 12:30 pm.

Agreements and other documentation General Shareholders' Meeting

Documentation referring to the development of the Ordinary General Shareholders' Meeting corresponding to April 2013:

Ordinary General Shareholders' Meeting 2012

Call notice for General Shareholders' Meeting

The Ordinary General Shareholders' Meeting shall be held on first call on 18 April 2012, at 12:30 pm at Auditorio del Complejo de los Duques de Pastrana, Paseo de la Habana, 208, 28036 Madrid and, if appropriate, on second call on 19 April 2012.

The General Shareholders' Meeting shall take place, in all probability, on SECOND CALL, on 19 April, 2012, at 12:30 pm at Auditorio del Complejo de los Duques de Pastrana, Paseo de la Habana, 208, 28036 Madrid.

You can also check the information sent to Companies House via their website (only available in Spanish): BORME (Boletín Oficial del Registro Mercantil) 

Agreements and other documentation General Shareholders' Meeting

Documentation referring to the development of the Oridnary General Shareholders' Meeting corresponding to the 2011 fiscal year:

 

You can also check the information sent to Companies House via their website (only available in Spanish): BORME (Boletín Oficial del Registro Mercantil) 

 

Ordinary General Shareholders' Meeting 2011

Call notice for General Shareholders' Meeting

The Ordinary General Shareholders' Meeting shall be held on first call on 12 April 2011, at 12:30 pm at Teatro Auditorio Ciudad de Alcobendas, Calle Blas de Otero 4, Alcobendas, Madrid and, if appropriate, on second call on 13 April 2011.

The General Shareholders' Meeting shall take place, in all probability, on SECOND CALL, on 13 April, 2011, at 12:30 pm in Teatro Auditorio Ciudad de Alcobendas.

 

Agreements and other documentation General Shareholders' Meeting

Documentation referring to the development of the Oridnary General Shareholders' Meeting corresponding to the 2010 fiscal year:

 

Ordinary General Shareholders' Meeting 2010

Call notice for General Shareholders' Meeting

The Ordinary General Shareholders' Meeting shall be held at first call on May 19, 2010, at 12:30 p.m. at Teatro Auditorio Ciudad de Alcobendas, Calle Blas de Otero 4, Alcobendas, Madrid and, if appropriate, at second call on May 20, 2010, in the same place and at the same time.

General Shareholders' Meeting shall take place, in all probability, at SECOND CALL, on May 21, 2009, at 12:30 p.m. in Teatro Auditorio Ciudad de Alcobendas.

 

Agreements and other documentation General Shareholders' Meeting

Documentation referring to the development of the Oridnary General Shareholders' Meeting corresponding to the 2009 fiscal year:

 

Ordinary General Shareholders' Meeting 2009

Call notice for General Shareholders' Meeting

The Ordinary General Shareholders' Meeting shall be held at first call on May 20, 2009, at 12:30 p.m. at Teatro Auditorio Ciudad de Alcobendas, Calle Blas de Otero 4, Alcobendas, Madrid and, if appropriate, at second call on May 21, 2009, in the same place and at the same time.

General Shareholders' Meeting shall take place, in all probability, at SECOND CALL, on May 21, 2009, at 12:30 p.m. in Teatro Auditorio Ciudad de Alcobendas.

 

Agreements and other documentation General Shareholders' Meeting

Documentation referring to the development of the Oridnary General Shareholders' Meeting corresponding to the 2008 fiscal year:

Ordinary General Shareholders' Meeting 2008

Call notice for General Shareholders' Meeting

The Ordinary General Shareholders' Meeting shall be held at first call on May 21, 2008, at 12:30 p.m. at Teatro Auditorio Ciudad de Alcobendas, Calle Blas de Otero 4, Alcobendas, Madrid and, if appropriate, at second call on May 22, 2008, in the same place and at the same time.

General Shareholders' Meeting shall take place, in all probability, at SECOND CALL, on May 22, 2008, at 12:30 p.m. in Teatro Auditorio Ciudad de Alcobendas.

 

Agreements and other documentation General Shareholders' Meeting

Documentation referring to the development of the Oridnary General Shareholders' Meeting corresponding to the 2007 fiscal year:

 

Ordinary General Shareholders' Meeting 2007

Call notice for General 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 web site.

The Board of Directors of this Company, at a meeting held on April 26, 2007, has agreed to call an Ordinary General Shareholders' Meeting, which shall be held at first call on May 30, 2007, at 12:30 p.m. at Teatro Auditorio Ciudad de Alcobendas, Calle Blas de Otero 4, Alcobendas, Madrid and, if appropriate, at second call on May 31, 2007, in the same place and at the same time, in order to discuss and decide on the business on the following.

 

AGENDA:

I. Matters for approval

One. Review and approval of the Financial Statements (Balance Sheet, Income Statement and Notes to the Financial Statement) and of the Management Report of Red Eléctrica de España, S.A. for the year ended December 31, 2006.

Two. Review and approval of the Financial Statements (Balance Sheet, Income Statement and Notes to the Financial Statement) and of the Management Report of the Consolidated Group of Red Eléctrica de España, S.A. for the year ended December 31, 2006.

Three. Review and approval of the proposal for the application of the result of Red Eléctrica de España, S.A. and distribution of the dividend, relating to the year ended December 31, 2006.

Four. Review and approval of the management by the Board of Directors of Red Eléctrica de España, S.A. in the year 2006.

Five. Amendment of the Bylaws in relation to the powers of the General Shareholders' Meeting, the Committees of the Board and the duties of the Secretary of the Board, in order to adapt their content to the recommendations introduced by the Unified Code of Good Governance approved, as a single document of recommendations of good corporate governance, by the National Securities Market Commission (CNMV), on May 19, 2006:

5.1. Amendment of Article 11 "General Shareholders' Meeting".
5.2. Amendment of Articles 22 "Committees of the Board and delegation of authorities", 23 "Audit Committee" and 24 "Appointments and Remuneration Committee".
5.3. Amendment of Article 26 "The Secretary of the Board".

Six. Amendment of the Regulations of the General Shareholders' Meeting in relation to the powers of the General Shareholders' Meeting, the calling thereof and voting, in order to adapt their content to the recommendations introduced by the Unified Code of Good Governance approved, as a single document of recommendations of good corporate governance, by the National Securities Market Commission (CNMV), on May 19, 2006:

6.1. Amendment of Article 3 "Powers of the General Shareholders' Meeting".
6.2. Amendment of Article 5 "Call".
6.3. Amendment of Article 15.8 "Voting".

Seven. Ratification of the resolutions of the Board of Directors of Red Eléctrica de España, S.A., which established its remuneration for the year 2006.

Eight. Authorization of the Board of Directors to acquire own shares:

8.1. Authorization for the acquisition of own shares under the terms provided by law and, where relevant, for the direct transfer thereof to employees and executive Directors of the Company and those of companies belonging to its Consolidated Group as remuneration.
8.2. Authorization for the transfer thereof as remuneration to the members of the Management and to the executive Directors of the Company and to those of companies belonging to its Consolidated Group.
8.3. Revocation of the previous authorizations

Nine. Delegation of powers for the full execution of the resolutions adopted at the General Shareholders' Meeting.

II. Information matters

Ten. Information for the General Shareholders' Meeting concerning the Annual Report on Corporate Governance of Red Eléctrica de España, S.A. for the year 2006.

NOTARY'S INVOLVEMENT AT THE MEETINGS

The Board of Directors has agreed to request the presence of a Member of the Institute of Notaries of Madrid to draw up the Minutes of the General Shareholders' Meeting, pursuant to the provisions of Article 114 of the Corporations Act and Article 101 et seq. of the Mercantile Registry Regulations.

RIGHT TO ATTEND AND REPRESENTATION

According to the Bylaws and the Regulation of the General 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 General Shareholders' Meeting is to be held are entitled to attend the General 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 General Shareholders' Meeting by another shareholder who is entitled to attend, in the terms and with the exceptions established in Articles 106 to 108 of the Corporations Act. 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 shall apply, pursuant to the provisions of Article 34 of Law 54/1997, of November 27, on the Electricity Sector (hereinafter, the Electricity Sector Act) 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 share capital.

Notwithstanding the foregoing, pursuant to the provisions of Article 34 of the Electricity Sector Act, voting rights belonging to the shares held by shareholders, exceeding three (3) per cent of the share capital, 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, hold a stake in the capital of the latter exceeding five (5) per cent, shall be suspended and may not be exercised at the above-mentioned General Shareholders' Meeting.

The above-mentioned limitations, pursuant to the provisions of the Electricity Sector Act, shall not apply to Sociedad Estatal de Participaciones Industriales (SEPI).

DISTANCE DELEGATION, VOTING AND INFORMATION

The Company's Board of Directors, pursuant to the provisions of the legislation in force, of the Bylaws and of the Regulation of the General Shareholders' Meeting, at its meeting held on April 26, 2007, 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 General Shareholders' Meeting for the year 2006:

1. DISTANCE DELEGATION AND VOTING

1.1. Distance Delegation

The following are valid means of distance communication in order to grant a proxy for the General Shareholders' Meeting:

a) Electronic and.
b) Delivery or postal correspondence.

a) Electonic.

Shareholders who wish to use the electronic delegation must hold an electronic national identity card or a user's electronic certificate issued by the Fábrica Nacional de Moneda y Timbre (FNMT-RCM), pursuant to the provisions of Law 59/2003, on Electronic Signature, as Provider of Certification Services.

The user's certificate shall 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 electronic national identity card or 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 corresponding to the computer program, and must use the electronic signature by using the appropriate electronic national identity card or user's certificate.

In order to be effective and valid, the electronic delegation must be carried out from zero (00:00) hours on May 14, 2007 and must be received by the Company, before midnight (24:00) hours on the day immediately prior to that scheduled for holding the General Shareholders' Meeting at first call, i.e. before midnight (24:00) hours of May 29, 2007.. Those delegations not received within the stipulated period shall be deemed not made.

For these purposes the Company shall 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 refusal thereof.

The purpose of establishing the above-mentioned period is to allow the Company to verify the status of shareholder of the person who delegates by electronic means and that the number of shares, which are the subject-matter of the delegation made, is correct; to that end, the Company shall 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 shall be deemed to be made when the Company receives such electronic delegation.

In order to be valid and effective, electronic delegations 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,up to one hour before the commencement of the General Shareholders' Meeting, at first or second call except those which are made to a Director, which shall 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, shall be considered valid, once the status as shareholder of the person gtanting the delegation has been verified.

b) Delivery or postal correspondence

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 General Shareholders' Meeting is to be held, within the hour immediately prior to that scheduled for its commencement, at first or second call, respectively.

1.2 Distance Voting

Shareholders may use the following means for distance voting:

a) Electronic and.
b) Delivery or postal correspondence

a) Electronic.

Shareholders who wish to use the electronic vote must hold an electronic national identity card or a user's electronic certificate issued by the Fábrica Nacional de Moneda y Timbre (FNMT-RCM), pursuant to the provisions of Law 59/2003, on Electronic Signature, as Provider of Certification Services.

The user's certificate shall 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 electronic national identity card or 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 in that Form, as well as any others which are specified on each of the screens corresponding to the computer program, and must use the electronic signature by using the appropriate electronic national identity card or user's certificate.

In order to be effective and valid, votes cast by electronic communication must be cast from zero (00:00) hours on May 14, 2007 and must be received by the Company, before midnight (24:00) hours on the day immediately prior to that scheduled for holding the General Shareholders' Meeting at first call,i.e. before midnight (24:00) hours on May 29, 2007. Those votes that are not received within the stipulated period shall be deemed not cast.

As in the case of electronic delegation, and for the same purpose, an electronic dating system shall be established to prove the time of receipt of the electronic vote, as well as, where relevant, the time of acceptance or rejection thereof.

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, shall be considered valid, once the voter's status as shareholder has been verified.

b) Delivery or postal correspondence

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.

The 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 service offered by the Shareholder Service Offices.

1.3. Issue of duplicates of the attendance, delegation and voting card.

Shareholders who do not have the appropriate attendance, delegation and voting card on paper, either in order to be able to attend the Shareholders' Meeting physically or in order to be able to delegate or vote by postal correspondence, may obtain a duplicate thereof through the section provided to that end 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 issuance of cards duplicates shall require the shareholder to have the appropriate electronic national identity card or user's certificate issued by the Fábrica Nacional de Moneda y Timbre, under the same conditions as those regulated in this procedure for the use of electronic delegation and voting.

2. REQUEST FOR INFORMATION BY ELECTRONIC MEANS

Apart from the ordinary communication and information channels which the Company makes available to its shareholders, through 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 General Shareholders' Meeting.

Shareholders wishing to use this procedure must have the appropriate electronic national identity card or user's certificate issued by the Fábrica Nacional de Moneda y Timbre, 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.

3. RULES OF PRIORITY

The basic rules of priority between distance delegation and voting and personal attendance or through a representative at the General Shareholders' Meeting are as follows:

 Personal attendance at the Shareholders' Meeting of any shareholder who had voted by distance procedure, whether by delegation in paper or electronic format, shall revoke the vote cast by any distance procedure.
 However, when the proxy had been granted on a date prior to the date on which the distance vote was cast and the Company is aware of this ciscumstance, the proxy shall have no effect, it being deemed to be revoked in favor of the distance vote validly cast.
 If a shareholder validly makes distance delegations in paper and electronic format, the delegation on paper shall prevail, unless the Company was aware of the date of performance of both delegations, in which case the later in time shall prevail.
 Likewise, if a shareholder has cast his vote by electronic correspondence and at the same time on paper, the vote on paper shall prevail, unless the Company was aware of the date of casting of both forms of vote, in which case the later in time shall prevail.
 Duplicates of attendance, delegation and voting cards, which are issued at the request of the shareholders, shall render invalid and ineffective any original card or duplicate previously issued.
 The distance delegation and vote shall cease to have effect due to the transfer of the relevant shares, before the General Shareholders' Meeting is held, of which the Company is aware.

4. OTHER GENERAL ISSUES

4.1. Legal Persons

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.

4.2 Responsibility for the safekeeping of the user's certificates and devices for the creation of a signature

The shareholder shall be solely responsible for the safekeeping of the user's certificate, as well as for the data for creation of a signature and the device for the creation of a signature.

The Company is not responsible for the misuse, safekeeping and maintenance of the elements listed in the previous paragraph.

4.3 Availability of the service.

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 shall not be liable for the damage that may be caused to the shareholder arising from breakdowns, congestion, falls of lines, connection failures or any other possibility 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.

4.4 Personal Data Protection.

In accordance with Law 15/1999, of December 13, on Personal Data Protection, 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, shall 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 General Shareholders' Meeting for the year 2006 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 General 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 data subject 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, situated at Paseo del Conde de los Gaitanes, 177, 28109 Alcobendas, Madrid, through the Shareholder Service Offices or through the Companies' web page.

RIGHT TO INFORMATION

Pursuant to the provisions of the Corporations Act, the Bylaws and the Regulation of the Company's General 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 provided for this purpose from May 7, 2007, 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:

1. Notice of Call of the Ordinary General Shareholders' Meeting for the year 2006 (Article 8.1 a) of the Regulation of the Shareholders' Meeting).
2. Unabridged text of the Annual Accounts (Balance Sheet, Profit and Loss Account and Financial Statement) and Management Report for the year 2006 of the Company and of its Consolidated Group, of the respective Auditor's Reports and of the relevant proposals for resolutions, as well as the proposal relating to the approval of the management of the Board of Directors in the aforementioned financial year (Points One, Two and Four on the Agenda).
3. Unabridged text of the proposal for a resolution regarding the proposal for the application of the result and distribution of the Company's dividends, for the year 2006 (Point Three on the Agenda).
4. Unabridged text of the proposals for resolutions to amend the Bylaws and the Regulation of the General Shareholders' Meeting and relevant Reports of the Board of Directors (Points Five and Six on the Agenda).
5. Unabridged text of the proposal for a resolution regarding the ratification of the resolutions adopted by the Board of Directors of Red Eléctrica de España, S.A., which fixed its remuneration for the year 2006 (Point Seven on the Agenda).
6. Unabridged text of the proposals for resolutions regarding the acquisition of own shares (Point Eight on the Agenda).
7. Unabridged text of the proposal for a resolution regarding the delegation of powers for the full execution of the resolutions adopted at the General Shareholders' Meeting (Point Nine on the Agenda).
8. Unabridged text of the Annual Report on Corporate Governance for the year 2006 (Point Ten on the Agenda).
9. Procedure approved by the Board of Directors for distance delegation, voting and information at the General Shareholders' Meeting called

Shareholders may also consult the Report on Corporate Liability (Corporate Report) on the aforementioned web page of the Company.

Pursuant to the provisions of the Corporations Act and the Regulation of the Company's General Shareholders' Meeting, up to the seventh day prior to that scheduled for holding the General 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 Stock Exchange Commission since May 26, 2006, the date on which the last General Shareholders'' Meeting was held. 

GENERAL INFORMATION

From May 7a Shareholder Service Office will be estabished 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, Sevilla 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. E-mail: accionistas@ree.es - www.ree.es

To facilitate access to the venue of the General Shareholdersv Meeting a bus service will be established, departing from Hotel Aitana AC at 11:15, 11:30, 12:00 and 12:15, on May 31, 2007.

Public Bus Service: Line 151 of Madrid Region. Departure from Plaza de Castilla Junction stopping in Alcobendas, close to Teatro Auditorio Ciudad de Alcobendas

Agreements and other documentation General Shareholders' Meeting
Documentation on the proceedings of the Ordinary General Shareholders' Meeting for 2006:

Any shareholders who so wish may examine and obtain the following documentation, from the company's address (Paseo del Conde de los Gaitanes, 177, Alcobendas, Madrid) and the Shareholders' Office set up for this purpose eat the Hotel Aitana AC (Paseo de la Castellana, 152) or request that it be sent to them immediately and free of charge.

Ordinary General Shareholders' Meeting 2006

Call notice for General 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 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

AGENDA:

I. Matters for approval

One. 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.

Two. 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.

Three. 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

Four. 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.

Five. Ratifications and appointments of Directors of the Company:

5.1. Ratification and appointment, if appropriate, of Mr. Martín Gallego Málaga as Director of the Company.
5.2. Ratification and appointment, if appropriate, of Mr. Francisco Javier Salas Collantes as Director of the Company.

Six. 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.:

6.1. Approval of the Company's Merger Balance Sheet, as of December 31, 2005.
6.2.  Approval of the merger by absorption of the companies Red de Alta Tensión, S.A. sole-shareholder company and Infraestructuras de Alta Tensión, S.A. sole-shareholder company, by the company Red Eléctrica de España, S.A.
6.3. Changes in the Company's net worth.

6.4. Submission of the transaction to the tax neutrality regime

 

Seven. Amendment of Articles 12 (Classes of Shareholders' Meeting) and 13 (Calling of the Shareholders' Meeting) of the Bylaws.

Eight. Amendment of Articles 4 (Classes of Shareholders' Meeting) and 5 (Call) of the Regulation of the Shareholders' Meeting.

Nine. Appointment of Auditors of the Company and of its Consolidated Group

Ten. Authorization of the Board of Directors to acquire own shares:

10.1.Authorization for the acquisition of own shares under the terms provided by law and, where relevant, for the direct transfer thereof to employees and directors as remuneration.

10.2. Authorization for the transfer thereof as remuneration to members of the Management and of the Board of Directors.

10.3. Revoke and annul the previous authorizations.

Eleven. 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.

Twelve. Delegation of powers for the full execution of the resolutions adopted at the Shareholders' Meeting.

II. Information matters

Information to the Shareholders' Meeting concerning the Annual Report on Corporate Governance of Red Eléctrica de España, S.A. for the year 2005.

NOTARY'S INTERVENTION IN THE SHAREHOLDERS' MEETING

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.

RIGHT TO ATTEND AND REPRESENTATION

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). 

DISTANCE DELEGATION, VOTING AND INFORMATION

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:

1. DISTANCE DELEGATION AND VOTING

1.1. Distance delegation

The following are valid means of distance communication in order to grant a proxy for the Shareholders' Meeting:

a) Electronic and
b) Delivery or postal correspondence

a) Electonic.

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.

b) Delivery or postal correspondence

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.

1.2 Distance voting

Shareholders may use the following means for distance voting:

a) Electronic and
b) Delivery or postal correspondence

a) Electronic

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. 

b) Delivery or postal correspondence

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. 

1.3. Issue of duplicates of the attendance, delegation and voting card

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.

2. REQUEST FOR INFORMATION BY ELECTRONIC MEANS

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.

3. RULES OF PRIORITY

The basic rules of priority between distance delegation and voting and personal attendance or through a representative at the Shareholders' Meeting are as follows:

 Personal attendance at the Shareholders' Meeting of any shareholder who had voted by distance procedure, whether by delegation in paper or electronic format, will revoke the vote cast by any distance procedure.
 However, when the proxy had been granted on a date prior to the date on which the distance vote was cast and the Company is aware of this, the proxy will have no effect, it being deemed to be revoked in favor of the distance vote validly cast.
 If a shareholder validly makes distance delegations in paper and in electronic format, the delegation on paper will prevail, unless the Company was aware of the date of performance of both delegations, in which case the later in time will prevail.
 Likewise, if a shareholder has cast his vote by electronic correspondence and at the same time on paper, the vote on paper will prevail, unless the Company was aware of the date of casting of both forms of vote, in which case the later in time will prevail.
 Duplicates of attendance, delegation and voting cards, which are issued at the request of the shareholders, will render invalid and ineffective any original card or duplicate previously issued.
 The distance delegation and vote will cease to have effect in case of transfer of the relevant shares before the Shareholders' Meeting is held, of which the Company becomes aware.

4. OTHER GENERAL ISSUES

4.1. Legal Persons

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.

4.2 Responsibility for the safekeeping of the user's certificates and devices for the creation of a signature.

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.

4.3 Availability of the service.

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.

4.4 Data Protection.

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.

RIGHT TO INFORMATION

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:

1. Notice of Call of the Ordinary Shareholders' Meeting for the year 2005 (Article 8.1 a) of the Regulation of the Shareholders' Meeting).
2. Full text of the Financial Statements (Balance Sheet, Income Statement and Notes to the Financial Statements) and Management Report for the year 2005 of the Company and of its Consolidated Group, of the respective Auditor's Reports and of the relevant proposals for resolutions, as well as the proposal relating to the approval of the management of the Board of Directors in the aforementioned financial year (Points One, Two and Four of the Agenda).
3. Full text of the proposal for a resolution regarding the proposal for the allocation of the result and distribution of the Company's dividend, for the year 2005 (Point Three of the Agenda).
4. Full text of the proposals for resolutions regarding the ratifications and appointments of Directors of the Company (Point Five of the Agenda).
5. Full text of the proposals for resolutions in relation to the merger by absorption of Red Eléctrica de España, S.A., as Absorbing Company, and Red de Alta Tensión, S.A.U. and Infraestructuras de Alta Tensión, S.A.U., as Absorbed Companies (Point Six of the Agenda). For such purpose, in accordance with the provisions of Article 240 of the Corporations Law, the shareholders and the workers' representatives may examine at the registered office the documents indicated in Article 238 of the above-mentioned Law, and obtain the delivery or dispatch free of charge of the full text of same. In compliance with the provisions of Articles 238.1, 240.2 and 250.1 of the Corporations Law, because it is a simplified merger and since there is also no need to insert amendments in the Bylaws of the Absorbing Company, the following documents will be made available to the shareholders:

a) Merger Plan deposited in Madrid Mercantile Registry on March 28, 2006, under no. 4.602/2006.

b) The financial statements and the management report of the last three financial years of Red Eléctrica de España, S.A., Red de Alta Tensión, S.A.U. and Infraestructuras de Alta Tensión, S.A.U., with the relevant reports of the companies' auditors.

c) The merger balance sheet of Red Eléctrica de España, S.A., Red de Alta Tensión, S.A.U. and Infraestructuras de Alta Tensión, S.A.U., accompanied by the audit report on them which must be issued, where applicable, by the companies' auditors.

d) The current Bylaws of Red Eléctrica de España, S.A., Red de Alta Tensión, S.A.U. and Infraestructuras de Alta Tensión, S.A.U.

e) The list of first names, surnames, age, nationality and address of the directors of Red Eléctrica de España, S.A., Red de Alta Tensión, S.A.U. and Infraestructuras de Alta Tensión, S.A.U., as well as the date from which they hold their office, the merger plan not containing any proposal to appoint new directors.

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

6. Full text of the proposals for resolutions to amend the Bylaws and the Regulation of the Shareholders' Meeting and relevant Reports of the Board of Directors (Points Seven and Eight of the Agenda).
7. Full text of the proposals for resolutions regarding the appointment of Auditors of the Company and of its Consolidated Group (Point Nine of the Agenda).
8. Full text of the proposals for resolutions regarding the acquisition of own shares (Point Ten of the Agenda).
9. Full text of the proposals for resolutions relating to the delegation of powers to the Board of Directors to issue and exchange fixed-income transferable securities and to request, if appropriate, the admission, presence and exclusion of them from organized secondary markets (Point Eleven of the Agenda).
10. Full text of the proposals for resolutions regarding the delegation of powers for the full execution of the resolutions adopted at the Shareholders' Meeting (Point Twelve of the Agenda).
11. Full text of the Annual Report on Corporate Governance for the year 2005 (Point Thirteen of the Agenda).
12. Procedure approved by the Board of Directors for distance delegation, voting and information at the Shareholders' Meeting called

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.

GENERAL INFORMATION

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.

Agreements and other documentation General Shareholders' Meeting

Documentation on the proceedings of the Ordinary General Shareholders' Meeting for 2005:

Any shareholders who so wish may examine and obtain the following documentation, from the company's address (Paseo del Conde de los Gaitanes, 177, Alcobendas, Madrid) and the Shareholders' Office set up for this purpose eat the Hotel Aitana AC (Paseo de la Castellana, 152) or request that it be sent to them immediately and free of charge.

Ordinary General Shareholders' Meeting 2005

Call notice for General 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 web site.

The Board of Directors of this Corporation in a meeting held on April 21, 2005 resolved to call a Ordinary General Meeting of Shareholders, to be held on May 25, 2005 at 12:30 p.m. in the Teatro Auditorio Ciudad de Alcobendas, Calle Blas de Otero 4, Alcobendas, Madrid; if necessary, a second notice is hereby issued for May 26, 2005, at the same time and place, for the purpose of discussing and resolving the matters listed in the following

AGENDA:

One. Examination and approval, if appropriate, of the Financial Statements (Balance Sheet, Profit and Loss Statement and Memorandum) and Management Report of Red Eléctrica de España, S.A. corresponding to the fiscal year ending December 31, 2004

Two. Examination and approval, if appropriate, of the Financial Statements (Balance Sheet, Profit and loss Statement and Memorandum) and Management Report of the Consolidated Red Eléctrica de España, S.A. Group corresponding to the fiscal year ending December 31, 2004.

Three. Examination and approval, if appropriate, of the proposed application of profits of Red Eléctrica de España, S.A. and distribution of dividends deriving from fiscal year ending December 31, 2004. 

Four. Examination and approval, if appropriate, of the management carried out by the Board of Directors of Red Eléctrica de España, S.A. during fiscal 2004.

Five. Ratification and appointment, if appropriate, of the Directors of the Corporation

Six. Modification of articles 2 (Corporate purpose), 5 (Capital stock), 17 (Constitution of the presiding commission, form of deliberations) and the Sole Additional Provision (Special Regimen for State-Owned Industrial Holding Corporation) and the Second Transitory Provision of the Articles of Association.  

Seven. Re-election of the Auditors of the Corporation and its Consolidated Group.

Eight. Report to the General Meeting of Shareholders on the Annual Corporate Governance Report of Red Eléctrica de España, S.A. corresponding to fiscal 2004.

Nine. Authorization to buy back treasury stock under the terms of current law.

Ten. Delegation on the Board of Directors, with powers to sub-delegate, to fully execute the resolutions adopted by the General Meeting of Shareholders.

NOTARY INTERVENTION IN THE MEETING

The Board of Directors has resolved to order the presence of a Notary Public from the Illustrious College of Notaries of Madrid to prepare the corresponding Minutes of the General Meeting, according to the provisions of article 114 of the Companies Act and article 101 and others of the Companies' Register Regulations.

RIGHT TO ATTEND AND TO REPRESENTATION

According to the Statutes of this corporation and the Regulations of the General Meeting of Shareholders, shareholders who are current in the payment of capital calls and accrediting their ownership by certifying the registration of their name in the corporate share books, at least five days prior to the date of the Meeting.

Shareholders may request from any of the entities (Banks, Savings Banks and financial entities in general) participating in the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (IBERCLEAR) the corresponding certificate of identity or document equivalent to registration in the books of shares of the Company.

Shareholders holding the right to attend may attend the General Meeting through a representative who is another shareholder with the right to attend, subject to the terms and exceptions established in articles 106 to 108 of the Companies Act. Said representation will be conferred in writing and with the special character for this Meeting.

Except for assumptions regarding public request for representation as applicable under laws currently in effect, in accordance with the provisions of article 34 of Law 54/1997 regarding the Electrical Sector (hereinafter referred to as the Electrical Sector Act) and the articles of association, nobody may accumulate representations for a total number of votes including their own that grant them voting rights in excess of three per cent of the capital stock.

Notwithstanding the foregoing, pursuant to article 34 of the Electrical Sector Act the right to vote corresponding to shares owned by shareholders which are in an amount in excess of three (3) per cent of general capital stock will be held in abeyance and cannot vote in said General Meeting, as well as one (1) per cent of shares owned by parties active in the electrical sector and individuals or legal entities with a direct or indirect participation in the capital of same with a share interest in excess of five (5) per cent. 

ELECTRONIC VOTING

The Board of Directors of the Corporation, in accordance with the provisions of current legislation, the Articles of Association and the Regulations for the General Meeting of Shareholders, in its session held April 21, 2005 approved the following rules regarding the casting of electronic votes, allowing the exercise of this right in the Ordinary General Meeting of Shareholders corresponding to fiscal 2004: 

1. Electronic media.

Shareholders who wish to cast an electronic vote must have in their possession an electronic user certificate issued by the Fábrica Nacional de Moneda y Timbre (FNMT-RCM) (National Currency and Stamp Manufacturer), as established in Law 59/2003 regarding Electronic Signatures, as Certification service Provider.

Shareholders will obtain the User Certificate without charge to the Corporation, and said certificate will be in effect at the time shareholder casts his vote.

The shareholder holding the corresponding User Certificate accrediting his identity may, through the electronic voting service available in the section prepared for said effect in the Corporate web page (www.ree.es), issue his vote directly, completing the Formulario de Voto (Voting Form) according to the instructions indicated in said Form, as well as any others appearing as specified in each of the screens of the program, and by placing his electronic signature by using the corresponding User Certificate. 

2. Period for casting electronic votes and receipt of same by the corporation; verification of status as shareholder.

To be effective and valid, votes issued via electronic media will be cast beginning at twelve o'clock midnight (00:00) on the sixth day prior to the day scheduled for the General Meeting first scheduled in the Notice, that is beginning midnight (00:00 hours) on May 19, 2005, and must be received by the Corporation prior to midnight (24:00 hours) of the day immediately prior to the day scheduled for the General Meeting in the first notice, that is, prior to midnight (24:00 hours) on May 24, 2005. Votes received outside the period specified will be considered not cast.

For said effect the Corporation will implement an electronic dating system through a third party and based on an objective time system (time stamping system) to accredit the time of receipt of the electronic vote as well as acceptance or rejection of same, as appropriate.

The purpose of establishing said period is to allow the Corporation to verify the status as shareholder of the party casting the electronic vote, as well as verifying that the number of shares corresponding to the votes issued is correct. As such the corporation will compare said information provided by each shareholder with that provided by the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (Iberclear), as the entity responsible for the share books and records of the Corporation.

Only electronic votes cast in compliance with the conditions of this procedure and received by the corporation within the period said for said effect will be considered valid, upon verification of the status of voter as shareholder. 

3. Rules of preference

1st Personal attendance at the Meeting of any shareholder who has cast an electronic vote, or his representative, will nullify his electronic vote, leaving it without effect.
2nd Notwithstanding the foregoing, in the event the representation was granted on a date prior to the date of issuance of the electronic vote and this is proven to the corporation, then this will be without effect and the electronic vote issued prevail.
3rd In the event that shares are sold or transferred prior to the celebration of the General Meeting and said operation comes to the Corporation's knowledge, then the electronic vote will be null and void.

4. Legal Entities

Shareholders who are legal entities will consult with the Red Eléctrica de España, S.A. Shareholder Attention Office regarding how to use the due guarantees (proof and sufficiency of powers), electronic voting procedure and its peculiarities.

5. Responsibility for custody of User Certificates and secure signature creation devices

Shareholder will be exclusively responsible for custody of the User Certificate as well the signature creation data and the signature creation device.

The Corporation will not be responsible for the misuse, custody or preservation of the elements listed in the foregoing paragraph.

6. Availability of service

The Corporation reserves the right to modify, suspend, cancel or restrict the electronic voting procedure when technical or security reasons prevent the assurance of quality stated in the procedure and said circumstance is duly communicated with sufficient notice by any means the Corporation deems appropriate.

The corporation will not be responsible for any prejudices the shareholder may suffer deriving from any breakdown, overload, line failures, connection failures or any other eventuality similar or equal to same, that are outside the will of the corporation and that impede use of the electronic voting procedure.

RIGHT TO INFORMATION

Pursuant to the Companies Act and according to the Articles of Association and Regulations of the General Meeting of Shareholders, shareholders so desiring may examine and obtain the following documentation at the corporate offices of the Company (Paseo del Conde de los Gaitanes, 177, 28109 Alcobendas, Madrid), in the Office for Shareholder Attention, beginning May 9, 2005, in the Hotel Aitana AC (Paseo de la Castellana, 152), from the company web site (www.ree.es) or request that said documentation be issued to them, immediately and free of charge:

  1. Complete text of the Financial Statements (Balance Sheet, Profit and Loss Statement and Memorandum) and Management Report referring to fiscal 2004 for the Corporation and its Consolidated Group, complete text of the respective Auditor's Report and corresponding proposal relating to approval of the management of the Board of Directors during said period (Points One, Two and Four of the Agenda).
  2. Complete text of the proposal regarding application of corporate profits and distribution of corporate dividends corresponding to fiscal 2004 (Point Three of the Agenda).
  3. Complete text of the proposal to modify the articles of association and corresponding Report of the Board of Directors (Point Six of the Agenda).
  4. Complete text of the proposal regarding re-election of the Auditors of the Corporation and its Consolidated Group (Point Seven of the Agenda).
  5. Complete text of the Annual Corporate Governance Report for fiscal 2004 (Point Eight of the Agenda).
  6. Complete text of the proposal regarding authorization for share buyback of treasury stock (Point Nine of the Agenda).
  7. Complete text of the proposal regarding delegation in the Board of Directors of the corporation with powers to substitute, to fully execute resolutions adopted by the General Meeting of Shareholders (Point Ten of the Agenda). 
  8. Rules approved by the Board of Directors regarding the use of electronic voting in the General Meeting of Shareholders called.

Shareholders can also consult the Corporate Responsibility Report (Corporate Report) in the web page referred to above.

In accordance with the provisions of the Companies Act and the Regulations of the General Meeting of Shareholders, up to the seventh day prior to the date scheduled for the General Meeting of Shareholders, shareholders can present questions or requests for information or clarifications on the points comprising the Agenda or information accessible to the public and facilitated by the Corporation to the Spanish National Securities Commission) since May 6, 2004, the date of the last General Meeting. 

GENERAL INFORMATION:

Beginning May 9, a Shareholder's Attention Office will be prepared in the Hotel Aitana AC (Paseo de la Castellana, 152) open the following hours: Monday to Friday from 10:00 am to 2:30 p.m. and 4:00 p.m. to 7:30 p.m.; and Saturdays from 10:00 a.m. to 2:00 p.m. The Corporate Offices and Regional Delegations (Coruña, Barcelona, Bilbao, Sevilla y Valencia) will also provide the corresponding shareholder's attention offices which will be open the following hours: Monday to Thursday from 9:00 a.m. to 2:00 p.m. and 3:00 p.m. to 6:00 p.m., Fridays from 9:00 a.m. to 2:00 p.m. For more information call the shareholder attention line: 900 100 182. E-mail: accionistas@ree.es - www.ree.es

To facilitate access to the place where the General Meeting of Shareholders is to be held, bus service will be established leaving the Hotel Aitana AC at 11:15, 11:30, 12:00 and 12:15 on May 26, 2005.

Public Bus Service: Line 151 of the Autonomous Community of Madrid. Bus leaves the terminal at Plaza de Castilla and stops at Alcobendas, near the Teatro Auditorio Ciudad de Alcobendas.

Alcobendas (Madrid), April 21, 2005.

Secretary of the Board of Directors

IMPORTANT NOTICE

Shareholders are informed that the General Meeting will most likely be held on the date of the SECOND NOTICE, on May 26, 2005, at 12:30 in the Teatro Auditorio Ciudad de Alcobendas.

Agreements and other documentation General Shareholders' Meeting

Documentation on the proceedings of the Ordinary General Shareholders' Meeting for 2004, celebrated on 26 May 2005:

Any shareholders who so wish may examine and obtain the following documentation, from the company's address (Paseo del Conde de los Gaitanes, 177, Alcobendas, Madrid) and the Shareholders' Office set up for this purpose eat the Hotel Aitana AC (Paseo de la Castellana, 152) or request that it be sent to them immediately and free of charge.

Ordinary General Shareholders' Meeting 2004

Call notice for General 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 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

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.

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 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.

 

Agreements and other documentation General Shareholders' Meeting

Documentation on the proceedings of the Ordinary General Shareholders' Meeting for 2003, celebrated on 6 May 2004:

Any shareholders who so wish may examine and obtain the following documentation, from the company's address (Paseo del Conde de los Gaitanes, 177, Alcobendas, Madrid) and the Shareholders' Office set up for this purpose eat the Hotel Aitana AC (Paseo de la Castellana, 152) or request that it be sent to them immediately and free of charge.

Ordinary General Shareholders' Meeting for the financial year 2002  and Extraordinary General Shareholders' Meeting 2003

Call notice for Ordinary General Shareholders' Meeting

The Company's Board of Directors, in its meeting held on 31 March 2003, agreed to convene the Ordinary General Shareholders' Meeting to be held on 24 April 2003 at 12.30, at the first notification, in the Teatro Auditorio Ciudad de Alcobendas, Calle Blas de Otero, 4, 28100-Alcobendas, Madrid, and if necessary, on 25 April 2003 in the same place and at the same time, at the second notification, for the purpose of considering and deciding on the matters included on the following

AGENDA:

One. Study and approval, if appropriate, of the Annual Accounts (Balance Sheet, Profit and Loss Account and Company Report) and of the Management Report, for both Red Eléctrica de España, S.A. and its Consolidated Group of Companies, and of the draft profit distribution for Red Eléctrica de España, S.A. and of the management of its Board of Directors during the year closing on 31 December 2002.

Two. Ratification and appointment, if appropriate, of Board Members.

Three. Re-election of Company Auditors.

Four. Authorisation for the derivative purchase of equity in the legal terms.

Five. Amendment of article 20 of the Company Bye-laws (maximum number of Board Members) and addition of a new article 21 bis (Audit Committee).

Six Delegation of faculties to the Board of Directors to issue negotiable fixed-income securities and to request, where appropriate, their acceptance and permanence on and exclusion from organised secondary markets.

Seven Delegation to the Company's Board of Directors, with powers for substitution, for full implementation of the agreements adopted during the Ordinary General Shareholders' Meeting.

PARTICIPATION BY A NOTARY PUBLIC DURING THE MEETING

The Board of Directors has agreed to request the presence of a Notary belonging to the Official Association of Notaries of Madrid in order to draw up the Minutes on the General Shareholders' Meeting. 

RIGHT OF ADMISSION

Shareholders will be admitted to the General Meeting provided they hold at least 50 shares and that these were registered in the appropriate accounting register at least five days prior to the date of the Meeting, and that they accredit this by presenting the admission card which shall be issued by any of the entities forming part of the Department for Compensation and Settlement of Securities or, where appropriate, by Red Eléctrica de España, S.A. at the company premises, on presentation of documents accrediting the ownership and immobilisation of the securities.

Shareholders holding less than 50 shares may group together and confer their representation on other shareholders with whom they complete at least 50 shares. Such groups shall be formed especially for this General Shareholders' Meeting and this shall be laid down in writing.

Shareholders entitled to attend may be represented at the General Shareholders' Meeting by another person, who shall be a shareholder, except in the case of article 108 of Company Law. Representation shall be granted in writing and especially for this Shareholders' Meeting and, where appropriate, voting instructions shall be stated.

If no voting instructions are given, it shall be understood that the representative votes in favour of the proposals presented by the Board of Directors.

RIGHT TO INFORMATION

Any shareholders who so wish may examine and obtain from the company offices (Paseo del Conde de los Gaitanes, 177, 28109, Alcobenda, Madrid) or from the office set up for this purpose at the Hotel Aitana AC (Paseo de la Castellana, 152, Madrid), or may request the immediate despatch free of charge, of the Annual Accounts, Management Report and Auditors' Report for the year 2002; the Annual Consolidated Accounts, the Consolidated Management Report, the Auditors' Report for the Red Eléctrica Group, also for 2002, and the full text of the change proposed in point five of the Agenda, changing the Company Bye-Laws and the report drawn up by the administrators explaining this proposal 

GENERAL INFORMATION

As from 2 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. Also, at the Company's head office and the Regional Delegations (La Coruña, Barcelona, Bilbao, Seville and Valencia), 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

BUS SERVICE: A bus service will operate in order to facilitate travel to the Ordinary General Shareholders' Meeting, departing from the Hotel Aitana AC at 11.15, 11.30, 12.00 and 12.15 on 25 April 2003. 

PUBLIC TRANSPORT:

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

Depart from the transport hub at the Plaza de Castilla and alight in Alcobendas, close to the Teatro Auditorio Ciudad de Alcobendas.

RENFE SUBURBAN RAIL SERVICE: Line C1 to Alcobendas-S.S. de los Reyes station (with connections at Atocha, Nuevos Ministerios and Chamartín).

Alcobendas (Madrid), 31 March 2003

Secretary to the Board of Directors

Rafael García de Diego Barber

IMPORTANT

The shareholders are informed that the General Shareholders' Meeting will probably take place at the time of the SECOND ANNOUNCEMENT on 25 April 2003 at 12.30 at the Teatro Auditorio Ciudad de Alcobendas.

 

Agreements and other documentation Ordinary General Shareholders' Meeting

Documentation relating to the proceedings of the Ordinary General Shareholders' Meeting for 2002, available to Red Eléctrica shareholders:

Any shareholders so wishing may examine and obtain the above documentation from the company's head office (Paseo del Conde de los Gaitanes, 177, Alcobendas, Madrid) or from the Shareholders' Office set up for this purpose at the Hotel Aitana AC (Paseo de la Castellana, 152), or may request that this office send it to them immediately and free of charge.

Call notice for Extraordinary Shareholders' Meeting

The Company's Board of Directors, in its meeting held on 23 Juny 2003, agreed to convene the Extraordinary General Shareholders' Meeting to be held on 16 July 2003 at 12.30, at the first notification, in the Centro Cultutral Pablo Iglesias, Paseo de la Chopera, 59, 28100-Alcobendas, Madrid, and if necessary, on 17 July 2003 in the same place and at the same time, at the second notification, for the purpose of considering and deciding on the matters included on the following

AGENDA:

One. Amendment of Articles 2 (Company purpose), 5 (Share capital), 6 (Shares Register), 7 (Rights granted by shares), 9 (Shareholders' preferential subscription rights), 11 (General Shareholders' Meeting), 13 (Method of announcement), 14 (Quorum), 15 (Attendance at Shareholders' Meetings), 16 (List of those present), 17 (Constitution of panel, method of deliberation), 18 (Minutes), 19 (Administrative body), 20 (Board of Directors), 21 bis (Audit Committee), 22 (Delegation of faculties), 25 (Secretary to the Board), 28 (Audit of accounts), 33 (Resolution of conflicts) and Single Transitory Provision (from now on to be called Single Additional Provision- Special Regime for the State Company for Industrial Holdings - SEPI), withdrawal of Articles 21 (Functioning of the Board of Directors) and 23 (Faculties of the Board of Directors), re-ordering of Articles 21 bis et seq. and addition of a new Article 24 (Appointments and Remuneration Committee) and new Transitory Provisions One and Two of the Company Articles of Association, and approval of a Revised Text for the Company Articles of Association.

Two. Approval, if appropriate, of a Regulation for General Shareholders' Meetings

Three. Determination of the number of Company Directors

Four. Ratification, appointment and dismissal, if appropriate, of Company Directors

Five. Delegation to the Company Board of Directors, with powers for substitution, for full implementation of the agreements adopted at the General Shareholders' Meeting

 

PARTICIPATION BY A NOTARY PUBLIC DURING THE MEETING

The Board of Directors has agreed to request the presence of a Notary belonging to the Official Association of Notaries of Madrid in order to draw up the Minutes on the General Shareholders' Meeting.

RIGHT OF ADMISSION

Shareholders will be admitted to the General Meeting provided they hold at least 50 shares and that these were registered in the appropriate accounting register at least five days prior to the date of the Meeting, and that they accredit this by presenting the admission card which shall be issued by any of the entities forming part of the Department for Compensation and Settlement of Securities or, where appropriate, by Red Eléctrica de España, S.A. at the company premises, on presentation of documents accrediting the ownership and immobilisation of the securities.

Shareholders holding less than 50 shares may group together and confer their representation on other shareholders with whom they complete at least 50 shares. Such groups shall be formed especially for this General Shareholders' Meeting and this shall be laid down in writing.

Shareholders entitled to attend may be represented at the General Shareholders' Meeting by another person, who shall be a shareholder, except in the case of article 108 of Company Law. Representation shall be granted in writing and especially for this Shareholders' Meeting and, where appropriate, voting instructions shall be stated.

If no voting instructions are given, it shall be understood that the representative votes in favour of the proposals presented by the Board of Directors

RIGHT TO INFORMATION

Any shareholders who so wish may examine and obtain from the company offices (Paseo del Conde de los Gaitanes, 177, 28109, Alcobenda, Madrid) or from the office set up for this purpose at the Hotel Aitana AC (Paseo de la Castellana, 152, Madrid), or may request the immediate despatch free of charge, of the full text of the amendment of the Company Articles of Association and the report drawn up by the administrators explaining this proposal, and the first and second point in the agenda of the Regulation for General Shareholders' Meeting.

GENERAL INFORMATION

Along days 14,15,16 and 17 July, 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 Wednesday from 10.00 to 14.30 and from 16.00 to 19.30 and Thrusday from 10.00 to 14.00. Also, at the Company's head office and the Regional Delegations (La Coruña, Barcelona, Bilbao, Seville and Valencia), offices will be set up with the following opening hours: Monday to Thursday from 09.00 to 14.00. For further information, please call the shareholders' service at 900 100 182 or consult www.ree.es

BUS SERVICE: A bus service will operate in order to facilitate travel to the Ordinary General Shareholders' Meeting, departing from the Hotel Aitana AC at 11.30, 12.00 and 12.15 on 17 July 2003.

PUBLIC TRANSPORT: 

BUSES: Line 157, Autonomous Community of Madrid bus service.

Depart from the transport hub at the Plaza de Castilla and alight in Alcobendas, close to the Centro Cultural Pablo Iglesias.

RENFE SUBURBAN RAIL SERVICE: Line C1 to Alcobendas-S.S. de los Reyes station (with connections at Atocha, Nuevos Ministerios and Chamartín).

Alcobendas (Madrid), 23 Juny 2003

Secretary to the Board of Directors

Rafael García de Diego Barber

IMPORTANT

The shareholders are informed that the General Shareholders' Meeting will probably take place at the time of the SECOND ANNOUNCEMENT on 17 July 2003 at 12.30 at the Centro Cultural Pablo Iglesias. 

 

Agreements and other documentation Extraordinary Shareholders' Meeting

Documentation relating to the proceedings of the Extraordinary General Shareholders' Meeting for 2002, available to Red Eléctrica shareholders:

Any shareholders so wishing may examine and obtain the above documentation from the company's head office (Paseo del Conde de los Gaitanes, 177, Alcobendas, Madrid) or from the Shareholders' Office set up for this purpose at the Hotel Aitana AC (Paseo de la Castellana, 152), or may request that this office send it to them immediately and free of charge.