Tender offers

Tender Offers

The purpose of this section is to include, for such purposes as may be applicable, the information required by Circular 1/2004 of March 17, issued by the National Securities Market Commission, in connection with Tender Offers that may be made by Iberdrola S.A. or with respect to securities issued by Iberdrola S.A.

At the moment there is no information which should be included in this section.

According to the laws of the United States of America, due to the businesses that Avangrid -a company belonging to the Iberdrola Group- carries out in such country, the acquisition of an interest that gives rise to ownership of a percentage equal to or greater than 10% of the share capital of Iberdrola S.A. may be subject to the prior approval of the Federal Energy Regulatory Commission and the regulatory authorities of the States in which Avangrid or any other company within the Iberdrola Group carries out business activities in the United States of America, without prejudice to any other authorizations that might be required of such acquiror in the United States of America.

Specifically, the final order of the Public Service Commission of the State of New York issued on January 6, 2009, which contains the complete text of the authorization for Iberdrola S.A. to acquire Energy East (currently Avangrid), provides that -pursuant to Section 70 of the Public Service Law- any transfer or lease of all or part of a gas or electric corporation's franchise, works or system, or a contract for the operation of its works or system, or certain stake transfers that gives rise to the ownership of a percentage interest greater than 10% of the share capital of Iberdrola S.A., shall require prior approval of such Commission.

Additionally, under Maine law, an acquisition of 10% or more of a utility holding company's stock is considered a "reorganization” and requires prior approval of the Maine Public Utilities Commission. Similarly, pursuant to the applicable laws of the states of Connecticut and Massachusetts, acquiring the control of Iberdrola S.A. - as the controlling parent of public utilities in both states - will require the authorization of the competent regulatory authorities.