Regulations

ACCIONA, S.A.

SHAREHOLDERS´ MEETING REGULATION

PREAMBLE

In compliance with the provisions of Article 113 of Securities Market law 24/1988, dated 28 July, introduced by Transparency law 26/2003, dated 17 July, and in accordance with the recommendations of the Special Commission to Foster Transparency and Security in the Markets and in Listed Companies (the "Aldama Report"), the Shareholders´ Meeting of Acciona, S.A. has approved this Regulation, which systemises and implements the rules governing the functioning of the Shareholders´ Meeting. This Regulation was drafted having regard to the law and Bylaws and the recommendations of the Aldama Report, as well as listed companies' best practices and the Company´s own experience.

TITLE I: SHAREHOLDERS´ MEETING REGULATION

Article 1. Objective

1. The objective of this Regulation (the "Regulation") is to establish:
   • The rules governing the constitution and functioning of the Shareholders´ Meeting as a body of the company Acciona, S.A. ("Acciona" or the "Company");
   • The rules governing the exercise of Shareholders´ political rights, including the rights to be informed and to attend, intervene and vote and other rights corresponding to them in relation to the Shareholders´ Meeting.
2. The Regulation´s mission is to achieve the effective participation of as many shareholders as possible in the Shareholders´ Meeting by providing the necessary information and an adequate structure for the conduct of the Meeting.
3. By adopting the Regulation, the Company:
   • Complies with the duty imposed by Article 113 of the Securities Market law (Ley de Mercado de Valores) and the corresponding provisions of the Spanish Corporations law (Ley de Sociedades Anónimas);
   • Incorporates and develops the legal mandates on corporate governance to which Acciona is subject as a listed company; and,
   • Assumes the principles and recommendations on corporate governance, as adapted to Acciona´s ownership structure.

Article 2. Interpretation

1. This Regulation shall be interpreted in accordance with:
   • The applicable laws and regulations to which Acciona is subject at any given time;
   • The current Bylaws at any given time;
   • The principles and recommendations on corporate governance as stipulated by the National Securities Market Commission.
2. Any doubts raised about the application of the Regulation shall be resolved by the Board of Directors, the Executive Chairperson or Managing Director, informing shareholders at the first Shareholders´ Meeting that is held. Any doubts that arise in the course of the Shareholders´ Meeting shall be resolved by the Chairperson of the Shareholders´ Meeting, assisted by the Secretary of the Shareholders´ Meeting.

Article 3. Diffusion

1. The Regulation shall be registered at the Mercantile Registry and it shall be posted on Acciona´s web site, where the Regulation may be accessed on-line, and it shall be notified to the National Securities Market Commission for inclusion in its public registries.
2. The Company may take other action to facilitate the widest possible diffusion of the Regulation among shareholders and the investment community in general.

TITLE II: SHAREHOLDERS´ MEETINGS: FUNCTION, POWERS AND TYPES

Article 4. Function of the Shareholders´ Meeting as a body of the Company

1. The Shareholders´ Meeting is Acciona´s sovereign body regarding the matters attributed to it by the Spanish Corporations law, other applicable regulations and the Company´s Bylaws.
2. All shareholders, including absentees, dissenters, abstainees and those who do not have the right to vote, shall be bound by Shareholders´ Meeting resolutions, without prejudice to their rights to challenge.

Article 5. Powers of the Shareholders´ Meeting

1. The Shareholders´ Meeting is empowered to resolve the following matters:
   1. Approve the Company´s individual and consolidated financial statements, decide upon the allocation of income for each year and review the conduct of business;
   2. Approve its own Regulation and any subsequent amendments;
   3. Appoint and, where appropriate, reappoint, ratify or terminate the members of the Board of Directors, without prejudice to the Board of Directors' power of co-option and the Shareholders´ right to proportional representation;
   4. Appoint and reappoint the auditors of the Company and the Group companies and, where legally permitted to do so, revoke their appointment;
   5. Resolve to increase share capital, and authorise the Board of Directors to take this decision, and to reduce share capital, and transform, merge, spin off and dissolve the Company;
   6. Resolve or approve the issuance of bonds, whether non-convertible, convertible or exchangeable, warrants or options (alone or linked to bonds);
   7. Approve Bylaw amendments;
   8. Approve the annual remuneration of directors if less than that envisaged in the Bylaws;
   9. Approve, if contemplated in the Bylaws, the establishment of systems of remuneration that involve the issuance of shares or rights on shares, and any other system of remuneration that is linked to the share price, regardless of the identity of the beneficiary of such remuneration systems;
   10. Authorise transactions that fall outside the corporate purpose;
   11. Adopt business decisions that will have a major impact on the Company´s future and which go beyond the corporate purpose;
   12. Resolve on matters that are submitted to it by the Board of Directors.
2. The Shareholders´ Meeting may only delegate its powers to the Board of Directors in the cases envisaged by the law and the Bylaws.
3. The execution of Shareholders´ Meeting resolutions corresponds to the Board of Directors and its delegated bodies, with the power to clarify details not specified by the Shareholders´ Meeting and, where appropriate, correct the decisions taken by the Shareholders´ Meeting to adapt them to the law.

Article 6. Types of Shareholders´ Meetings

1. Shareholders´ Meetings may be ordinary or extraordinary.
2. The Ordinary Shareholders´ Meeting must be called by the Board of Directors and must be held within the first six months of each calendar year; the agenda shall include the review of the conduct of business, the approval of the Financial Statements and the resolution on the distribution of income.
3. Shareholders´ Meetings other than those described in the previous paragraph are considered to be extraordinary Shareholders´ Meetings.
4. All Shareholders´ Meetings, whether ordinary or extraordinary, are subject to the same rules governing their functioning and powers.

TITLE III: CALLING SHAREHOLDERS´ MEETINGS

Article 7. Call to meeting

1. Shareholders´ Meetings shall be called by the Board of Directors. Shareholders´ Meeting may also be called in the case envisaged by the Spanish Corporations law that is referred to in the last section of this Article.
2. The Board of Directors shall call a Shareholders´ Meeting whenever it deems it advisable or in the corporate interest. In any case, it shall call an ordinary Shareholders´ Meeting to be held within the first six months following the close of each financial year.
3. The Board of Directors shall also be obliged to call a Shareholders´ Meeting under the following circumstances:
   1. When requested to do so by shareholders owning at least five per cent (5%) of capital, who must state the business to be transacted in the Meeting in the request. A Shareholders´ Meeting thus requested must be held within thirty days from the date on which the Board of Directors received, by notarial channels, the request to hold it. The Agenda of the Shareholders´ Meeting requested by shareholders must include the items stated in the request.
   2. When a tender offer for Company shares has been made and has been rejected by the Board of Directors. The notice must be issued as soon as possible so that the Shareholders´ Meeting may be held before the period of acceptance of the tender offer has expired.
4. In the event that the ordinary Shareholders´ Meeting or the Meeting requested by the shareholders under the provisions of section 3.a) above is not called, it may be called by the Court of First Instance corresponding to the Company´s registered office.

Article 8. Notice of Meeting

1. The notice of the Shareholders´ Meeting shall be published in the Official Gazette of the Mercantile Register and in one of the daily papers with the largest circulation in the province where the registered office is located. The notice of Meeting shall also be posted on Acciona´s web site. The notice of Meeting shall be filed with the National Securities Market Commission as a significant disclosure no later than the day it is published. If the shares or other securities issued by the Company are listed in other stock markets, the notice of Meeting shall also be filed with their governing bodies in accordance with the applicable regulations in each case.
2. The notice of Meeting shall be published no later than fifteen days before the date on which the meeting is scheduled to be held at first call. In the event that the law envisages a longer notice period, this shall be adhered to.
3. The notice shall state the date and time of the Meeting at first call and second call. There must be a period of at least twenty-four hours between first call and second call. It shall also indicate the place in which the Meeting will be held, which must be within the municipality where the registered office is located.
4. The notice shall contain the Agenda of the Shareholders´ Meeting, and shall state clearly and concisely the business to be transacted, identifying any items included in the Agenda on request of the shareholders empowered to do so.
5. If the Shareholders´ Meeting has to decide on any of the matters that require the attendance of a reinforced quorum in accordance with the law or the Bylaws, this must be expressly stated in the notice, indicating the items in which this reinforced quorum is required for discussion and voting.
6. The notice shall indicate that shareholders may be represented by proxy in the Shareholders´ Meeting, subject to the requirements of the law and Bylaws. It shall specifically indicate how to grant proxy and how to vote by mail, e-mail or any other means of remote communication, as well as the corresponding deadlines, in accordance with the law and the specific provisions in Articles 11, 12 and 13 of this Regulation.
7. The notice shall describe any specific right to information to which the shareholders are entitled in relation to the Shareholders´ Meeting in accordance with the law or Bylaws, in addition to that generally established by Article 112 of the Spanish Corporations law and Article 9 of this Regulation. The notice shall list the documents, reports and proposals that are made available to shareholders. The location in which the information is available to shareholders shall be specified. If shareholders are entitled to have the information sent to them free of charge, this shall be expressly stated. In addition, shareholders shall be informed of the possibility of accessing the information by electronic means and the address at which it is available. In all cases, it shall be available on Acciona´s web site.
8. The notice of Meeting shall be signed by the Secretary of the Board of Directors or by any other person empowered to certify the Board of Directors' resolutions.

TITLE IV: INFORMATION FOR SHAREHOLDERS REGARDING THE SHAREHOLDERS´ MEETING

Article 9. Information available to all shareholders

1. Relevant information for shareholders regarding the Shareholders´ Meeting shall be posted on Acciona´s web site and it shall be accessible by remote means from the date of publication of the notice of Meeting until at least the date on which the Meeting is scheduled to be held. The information shall also be available in printed format in the cases envisaged by the law and this Regulation.
2. The information shall include:
   1. The full text of the notice of Meeting, including the Agenda;
   2. Proposed resolutions to be submitted to Meeting and approved by the Board of Directors before the date on which the Shareholders´ Meeting is scheduled to be held;
   3. Reports by the Board of Directors, as required;
   4. The Financial Statements to be submitted for consideration by the Shareholders´ Meeting;
   5. The Auditors' Report, when financial statements that must be, or have been, audited are submitted to the Shareholders´ Meeting;
   6. An independent expert's report, when required by law;
   7. Any other information that the law requires to be placed at the disposal of shareholders in relation to the Shareholders´ Meeting or that the Board of Directors or its delegate bodies have decided to make available; and,
   8. Contact details of the Investor Relations Department (including, at least, the postal and e-mail addresses) through which shareholders may request information or make suggestions or proposals, in accordance with the law, the Bylaws or this Regulation.
3. The publication of proposed resolutions shall not preclude their amendment prior to the Shareholders´ Meeting, where permitted by law.
4. In addition, the web site shall include any other information that Acciona deems useful to facilitate the attendance by shareholders at the Shareholders´ Meeting and their participation and exercising of the right to vote. This information may include, inter alia:
   1. Information on how to reach the venue of the Shareholders´ Meeting;
   2. Rules governing access to the Meeting;
   3. Procedure to obtain the attendance card;
   4. Instructions on how to grant proxy or vote by mail, e-mail or any other means of remote communication, in accordance with the law and this Regulation, including, where appropriate, forms to attend the Shareholders´ Meeting or to grant proxy or cast postal or distance votes;
   5. How to exercise the right to vote;
   6. Any other information deemed relevant to follow the Meeting, such as the existence or otherwise of simultaneous interpretation or the audiovisual broadcast of the Shareholders´ Meeting.

Article 10. Information requested by shareholders

1. Shareholders may request any reports or clarifications they deem fit regarding the following:
   1. The items on the Agenda of the Shareholders´ Meeting; or,
   2. The information accessible to the public that Acciona has filed with the National Securities Market Commission since the date of the last Shareholders´ Meeting, in the terms established by law.
2. Requests may be made up until the seventh day prior to the date on which the Shareholders´ Meeting is scheduled to be held at first call.
3. Requests for information may be made as follows:
   1. In writing, delivered to the Investor Relations Department at the registered office;
   2. By post, accrediting the identity of the applicant and their status as shareholder or, as appropriate, their capacity as proxy for the shareholder, as deemed adequate by the Company;
   3. By e-mail or by any other means of remote written communication, to the address indicated by Acciona for such purposes, provided that:
      1. The communication provides sufficient guarantees of its author's identity, in accordance with the systems envisaged in Article 13 of this Regulation; and,
      2. The shareholder accredits his/her identity in accordance with Article 11 of this Regulation, unless the Board of Directors or its delegate bodies decide discretionally that the status of shareholder is accredited by the mere fact that the shareholder requesting information appears as a shareholder in the most recent information available to the Company.
4. The Board of Directors and, by delegation, the Managing Director must provide the information in writing up until the day on which the Shareholders´ Meeting is held. The information may also be provided by the Chairperson of the Board of Directors, the Secretary of the Board, the Audit Committee and its Chairperson, acting in coordination with the Managing Director. Acciona is not bound to provide:
   1. Information whose disclosure would, in the opinion of the Chairperson of the Board of Directors, jeopardise the Company´s interests, unless the request for information is supported by shareholders representing at least one quarter of share capital;
   2. Information that does not refer to matters included in the Agenda, or information which Acciona has submitted to the National Securities Market Commission and which is accessible to the public;
   3. Information or clarification which is unnecessary to form an opinion on the matters submitted to the Shareholders´ Meeting or which is considered excessive for any reason.
5. The information shall be communicated in writing. It shall be delivered to the shareholder in hand at the registered office, by mail or by the same means through which the request was received, at the Company´s choice, except where the shareholder has indicated a preferred method, provided that it is suitable for the transmission of the information in question.
6. The information provided in response to a request by a shareholder which, in the opinion of the Board of Directors or its delegate bodies, may be of general interest to all shareholders, shall be posted on the Company´s web site and, if appropriate, shall be communicated to the National Securities Market Commission as a significant disclosure.

TITLE V: ACCREDITATION OF SHAREHOLDERS AND PROXIES AND DISTANCE VOTING

Article 11. Accreditation of status as shareholder

1. The shareholder must accredit his/her status as such (either as owner of shares or as a person entitled to exercise the rights of a shareholder according to the Bylaws) with respect to the shares with which he/she intends to attend the Shareholders´ Meeting. The accreditation must be performed in the method chosen by the Board of Directors or its delegate bodies from among those envisaged in this Regulation and indicated in the notice of Meeting.
2. The notice may also establish the deadline for accreditation. If no deadline is expressly established, the accreditation must be performed no later than 17.00 hours on the third day prior to the date on which the Shareholders´ Meeting is scheduled to be held at first call. The Board of Directors may set a deadline closer to the date of the Meeting.
3. Accreditation of the status as shareholder will be performed via (i) the Registration Receipt issued to the shareholder by Acciona or, if permitted and indicated in the notice of the call to Meeting by the Board of Directors or its delegate bodies, (ii) the certificate of shareholder status, or (iii) the attendance card for the Shareholders´ Meeting issued by the Depositaries, provided that each method complies with the following characteristics:
   1. Registration Receipt: issued by Acciona itself and placed in the registered office at the disposal of the shareholders who have accredited, within the period established for that purpose, their status as shareholder by one of the means referred to in the following two sections;
   2. Certificate of shareholder status: issued, at most, six months prior to the date on which the Shareholders´ Meeting is scheduled to be held at first call, by Iberclear or by an entity that forms part of the securities registration, settlement and clearing systems and is a depositary of shares of Acciona ("Depositaries"), Acciona being entitled to demand that the certificate or the shares are deposited or blocked until the Shareholders´ Meeting concludes;
   3. Attendance card for the Shareholders´ Meeting: issued by a Depositary for the specific Shareholders´ Meeting.
4. In any case, shareholders are entitled to attend the Meeting provided that the accreditation is registered in the detailed registers of Iberclear or the Depositaries at least five calendar days prior to the date on which the Meeting is scheduled to take place, by means of a nominative document issued by one of those entities, except where Acciona is informed of the loss of shareholder status between this time and the constitution of the Shareholders´ Meeting.
5. Acciona´s personnel may check whether the shareholder who has accredited his/her status more than five days previously continues to hold this status on the fifth day prior to the date set for the Meeting at first call, or on a date between the two, according to the list of registered shareholders drawn up by Iberclear on the date in question or on the date on which the Meeting is held. The right to attend the Shareholders´ Meeting shall not be granted to accredited shareholders who do not appear on the list, except where it is demonstrated that the share ownership or voting rights were acquired between the date on which the list was closed and the date the Meeting is held.

Article 12. Formal requirements and deadlines for granting proxies and for postal voting (by mail, e-mail or any other means of remote communication)

1. Shareholders may grant proxies or vote by mail, e-mail or any other means of remote communication, according to the provisions of this Article.
2. The granting of proxies and the casting of votes by mail, e-mail or any other means of remote communication shall be admitted if the physical or electronic document thus sent are received by Acciona in its registered office five days prior to the date set for the Shareholders´ Meeting. The Board of Directors may establish a shorter notice period, reducing it as much as possible bearing in mind technical possibilities and orderly processing. In any case, it shall not be later than 17.00 hours on the second day prior to the date on which the Shareholders´ Meeting is scheduled to be held at first call.
3. The proxy or vote thus cast must comply with the general requirements of the law and of this Regulation and, in particular, those applicable to the public solicitation of proxies.
4. If the proxy or vote is communicated by post, it must be accompanied by:
   1. Accreditation of ownership of shares, attaching the original or a certified copy of the relevant document in accordance with Article 11 above; and,
   2. Accreditation (i) of the identity of the shareholder and (ii) that the proxy or vote corresponds with his/her will. For that purpose, the document containing the proxy or vote must be signed by the shareholder and the signature must be witnessed by a notary. Notarial legitimation shall not be required if the Board of Directors resolves not to demand it, by so stating in the notice, on the condition that the proxy or vote is stated in the original attendance card issued by a Depositary. The Board of Directors may require, by so stating in the notice, that the attendance card be accompanied by a photocopy of an official document of identification of the signatory. If the shareholder is a legal entity or individual being represented by a third party, the Board of Directors may also require, by so stating in the notice, that the attendance card on which the proxy or vote is stated be accompanied by a copy of a public instrument or of the original of the private document evidencing the powers of the proxy who signs the attendance card on behalf of the shareholder.
5. If the proxy or vote is communicated by e-mail or by any other means of remote communication:
   1. The identity of the shareholder and the authenticity of the content of the message must be accredited by means of a recognised electronic signature or any other system of identification recognised by Acciona at any given time in accordance with Article 13 of this Regulation; and,
   2. It must be communicated to Acciona via the e-mail address indicated in the notice or, if Acciona´s web site is equipped for this purpose, via Acciona´s web site.
6. In the case of electronic or distance voting, the Board of Directors may require that the vote be cast using the form or file posted on Acciona´s web site from the date of publication of the notice.
7. Votes cast by these means must indicate clearly and unconditionally if they are votes in favour, votes against or blank votes, or abstentions, with regard to each of the proposals made by the Board of Directors relating to the various items on the Agenda. In the event there are resolutions proposed by parties other than the Board of Directors, the vote may also refer to them in the same clear unconditional terms.
8. Shareholders who cast their vote by mail, e-mail or any other means of remote communication in accordance with this Regulation shall be considered to be in attendance at the Shareholders´ Meeting for the purposes of the quorum and determining the majority vote.
9. Attending the Shareholders´ Meeting in person shall revoke any proxy or vote previously communicated to Acciona by mail, e-mail or any other means of remote communication.
10. Other forms of remote communication shall be understood to include communication via the Internet with Acciona´s web site to download, complete and return the forms available on the web site for the purposes of granting proxies or casting votes in relation to a Shareholders´ Meeting. The Board of Directors may recognise any other means of remote communication by so stating in the notice, provided that the identity of the person granting the proxy or voting by this method is duly guaranteed.

Article 13. Accreditation of identity and of the authenticity of the communication in correspondence by e-mail or other remote means

1. Shareholders with the right to attend who wish to vote in Shareholders´ Meetings by electronic or other remote methods envisaged in the Bylaws and this Regulation must accredit their identity by means of:
   1. A recognised electronic signature obtained from a body that provides certification services recognised by the Board of Directors or its delegate bodies; or,
   2. Any other system (involving keys, devices or other) that has been recognised by the Board of Directors or its delegate bodies, established by Acciona itself, by Iberclear or the entities that form part of the systems of registration, clearing and settlement, or by third parties.
2. The entities providing certification services whose electronic signatures are recognised by Acciona and any other systems of identification established or accepted by Acciona, shall be those that appear at any given time on the list at the end of this Regulation, drawn up at all times by the Board of Directors or its delegate bodies.
3. Shareholders may, at any time, even prior to the publication of the notice of Meeting, accredit their identity before Acciona and request the keys, devices or any other instruments, other than the electronic signature, arranged by Acciona so that they are subsequently recognised by the systems (of Acciona or third parties) for identifying shareholders, granting proxies and voting, as envisaged in section 1 above, when the Shareholders´ Meeting is called.
4. For the purposes of recognition of the shareholder and of the shares with the right to attend that he/she owns and the assignment of the means which evidence it, the shareholder shall be required, in all cases, to accredit his/her identity and accredit or prove his/her status as a shareholder entitled to attend the Meeting, in accordance with Articles 11 and 12 above.

Article 14. Indirect shareholders

1. Acciona shall only recognise as a shareholder with the right to attend those shareholders who are registered, as the owner of shares or as being entitled to exercise the right to vote, in the registers of Iberclear or the Depositaries.
2. In the event that the shareholder holds the shares on behalf of one or more third parties, they shall not have the right to attend and vote except as representatives of the registered shareholders and only if the latter grant the shareholder proxy in the forms envisaged by this Regulation.
3. A single shareholder may grant proxy for several shares that he/she owns to two or more representatives, each of whom may exercise the right to vote in the manner they deem appropriate.

TITLE VI: HOLDING SHAREHOLDERS´ MEETINGS Chapter I: ATTENDANCE AND REPRESENTATION

Article 15. Legitimation to attend

1. All shareholders are entitled to attend the Shareholders´ Meeting provided that they own at least sixty (60) shares of Acciona and that these are registered in the corresponding accounting register in accordance with Securities Market law 24/1988, dated 28 July, and other applicable legislation. Shares may be grouped for these purposes.
2. Acciona´s directors are obliged to attend Shareholders´ Meetings.
3. The Chairperson of the Shareholders´ Meeting may authorise any person he/she deems appropriate to attend the Meeting. In particular, in order to divulge information about Shareholders´ Meetings and the adopted resolutions as broadly as possible, the Chairperson may allow the business press and financial analysts to attend Shareholders´ Meetings. Any media professional who attends the Meeting for these purposes must be accredited.
4. The Chairperson may provide for the Shareholders´ Meeting to be recorded by audiovisual means or to be transmitted via Internet or the media.

Article 16. Proxies

1. Any shareholder who is entitled to attend may be represented at the Shareholders´ Meeting by one or more persons, who need not be shareholders. Proxies shall be granted in a written, signed document or by mail, e-mail or any other means of remote communication recognised by Acciona, as provided for in Article 12 of this Regulation.
2. In all cases, proxies are specific to each Shareholders´ Meeting and shall always be revocable.
3. Attendance by the principal at the Shareholders´ Meeting, whether in person or through voting by mail, e-mail or any other means of remote communication envisaged in Article 12 of this Regulation, shall revoke any proxy that he/she may have granted to a third party.
4. As an exception, persons accredited to be the spouse, ascendant or descendant of the principal, or who are empowered in a public instrument to administer all assets the principal owns in Spain, will be accepted as proxies. These circumstances shall be accredited by presenting the documentation that sufficiently accredits the relationship or the public instrument.
5. The special power of attorney and, as appropriate, prior notification, shall not be demanded from the proxy legally held by the governing bodies of legal persons and fund managers and other institutions. Accreditation or proof to Acciona´s personnel shall be sufficient.
6. In the notice, the Board of Directors may demand that the proxies of shareholders referred to in section 1 of this Article must be communicated to the Company, with the identity of the proxy, before 00.00 hours on the day before the date on which the Shareholders´ Meeting is scheduled to take place.

Article 17. Public solicitation of proxies

1. A public solicitation shall be understood to have been made when one person, whether a director of Acciona, a Depositary or any third party holds proxies from more than three shareholders. Family or legal representation, whether organic or institutional, referred to in sections 4 and 5 of the preceding Article shall not count for these purposes.
2. Proxies granted following public solicitation must be given using the forms established or approved by the National Securities Market Commission that are binding on Acciona.
3. In all cases of public solicitation of proxies, the proxy must contain, or have attached to it, the Agenda, the voting instructions and the indications of the principal's vote, or the instructions that the proxy holder shall follow in the absence of specific instructions by the principal. The proxy may also contain the request for instructions and the indications which, expressly or implicitly, the proxy holder must follow regarding other items not included in the Agenda which may be legally resolved upon in the Shareholders´ Meeting.
4. In the absence of express or subsidiary voting instructions, either because they have not been recorded in the corresponding document, or because the Shareholders´ Meeting is to resolve matters are not legally required to be included in the Agenda and have not been covered in the document containing the proxy, the proxy holder must vote in the manner which he/she considers to be most favourable to the interests of the principal.
5. If the principal has issued instructions, the proxy holder may vote differently in the event that circumstances arise that were unknown at the time the instructions were issued and that could jeopardise the interests of the principal.
6. Directors of Acciona or other persons holding proxies from shareholders by virtue of public solicitation may not vote those proxies in any item of the Agenda which, though not envisaged in the Agenda, is dealt with at the Meeting because it is legally admissible, where the director holding the proxies is in a conflict of interests. This limitation includes the following resolutions, inter alia:
   1. His/her appointment or ratification as director;
   2. His/her removal, dismissal or termination as director;
   3. The claim of corporate liability against him/her; and,
   4. The approval or, as appropriate, ratification of the transactions between the Company and the director in question, companies owned by him/her or which he/she represents, or persons acting on his/her behalf.
7. This restriction shall not apply when the represented shareholder has indicated in the proxy the way in which the proxy holder must vote, either expressly or by referring to the proposals to be approved.
8. Proxies obtained by public solicitation shall not hinder the proxy holder's right to vote his/her own shares and those shares which he/she holds by virtue of legal, organic or institutional representation.

Chapter II: CONSTITUTION OF THE MEETING

Article 18. Venue of the Shareholders´ Meeting

1. In addition to the venue in which the Shareholders´ Meeting is to take place according to the notice of Meeting, other locations and facilities may be made available by Acciona which are connected to that venue by videoconference systems that enable the recognition and identification of attendees, the permanent communication among them regardless of their location, speeches made in any location to be heard in the others, and voting in every such location. The participants in any of the venues or facilities thus equipped shall be considered, for all purposes relating to the Shareholders´ Meeting, to be attending the Meeting. The Meeting shall be understood to take place in the principal venue. The principal venue must be in the municipality where the registered office is located, this condition not being necessary for the secondary venues.
2. The Board of Directors and its governing bodies may establish the measures of vigilance and protection, including access control systems, that are adequate for the security of the participants and the orderly conduct of the Shareholders´ Meeting.

Article 19. Quorum of the Shareholders´ Meeting

1. The Shareholders´ Meeting, whether ordinary or extraordinary, shall be deemed quorate at first call when the shareholders present or represented by proxy own at least twenty-five per cent (25%) of the subscribed and fully-paid capital with voting rights. At second call, the Meeting shall be quorate regardless of the percentage of capital in attendance.
2. Notwithstanding the above: (i) The Shareholders´ Meeting requires a quorum of sixty-seven per cent (67%) of fully-paid subscribed capital with voting rights at first call, or sixty-two per cent (62%) at second call, in order to resolve on any of the following matters: a) Amendments to the Bylaws, excluding the change of registered office, capital increases, broadening of the corporate purpose, and, where required by law, capital reductions. b) Change of corporate form, merger, spin-off, liquidation or dissolution of the Company, except in the event that the dissolution is obligatory in accordance with the law. (ii) With regard to the change in registered office, capital increases (including authorisation to the Board of Directors to so resolve), the issuance of non-convertible, convertible or exchangeable bonds, the issuance of warrants or options (alone or linked to bonds) and of preference shares and, where obligatory by law, capital reductions and dissolution and liquidation, the Shareholders´ Meeting shall be deemed quorate at first call when two-thirds (2/3) of the fully-paid subscribed capital with voting rights is in attendance and, at second call, when fifty per cent (50%) of the fully-paid subscribed capital with voting rights is in attendance.
3. If the quorum is sufficient to resolve some items on the Agenda but not others, the Shareholders´ Meeting shall be constituted to deliberate and resolve upon only those items for which the quorum is sufficient.
4. Any absences that arise once the Shareholders´ Meeting has been declared quorate shall not affect the quorum.
5. The presence of the members of the Board of Directors shall not be required for the Meeting to be deemed quorate.

Article 20. Shareholders´ Meeting Chair and Platform

1. The Shareholders´ Meeting Platform shall consist of the members of the Board of Directors, the Secretary of the Board of Directors or the person acting as Secretary in relation to the Meeting, designated by the Meeting itself, and the notary, if one is engaged to take the Minutes of the Shareholders´ Meeting.
2. The Shareholders´ Meeting shall be chaired by the Chairperson of the Board of Directors or, in his absence, by the Vice-Chairperson (or, if there are several Vice-Chairpersons, the one who is senior, according to the order established by the Board of Directors)
3. In the event that neither the Chairperson nor any of the Vice-Chairpersons attend the Meeting in person, the Meeting shall be chaired by the shareholder present in person who owns the largest number of shares with voting rights.
4. The Chairperson of the Shareholders´ Meeting shall be assisted by the Secretary. The Secretary of the Shareholders´ Meeting shall be the Secretary of the Board of Directors or, in the event that he/she is not present in person, the Vice-Secretary. Failing that, the Secretary shall be the person designated by the Chairperson of Shareholders´ Meeting in each case.
5. It is the Chairperson's responsibility to verify that the Shareholders´ Meeting is quorate, chair the deliberations by ordering the debate and putting items to the vote when he/she deems they have been sufficiently discussed, organise the vote, announce the results, close the Meeting and, in general, exercise all the powers, especially those of keeping order, that are necessary for the proper conduct of the Meeting.
6. The Chairperson, even when present at the Meeting, may delegate the Chair to the member of the Board of Directors he deems appropriate or to the Secretary, who shall perform these duties on behalf of the Chairperson. The Chairperson may resume his/her functions at any time.
7. If, for any reason, the Chairperson or the Secretary have to leave during the Shareholders´ Meeting, they shall be substituted in accordance with the provisions of the preceding sections.

Article 21. Attendance list

1. The identification of the shareholders present by means of examining and accepting the accreditation of their identity and status as shareholders shall commence sufficiently in advance of the time announced for the start of the Shareholders´ Meeting, unless indicated otherwise in the notice of Meeting. The process shall conclude at the time indicated for the Meeting to commence in order to draft the attendance list.
2. The attendance list shall be drafted before discussing the items on the Agenda.
3. The Secretary of the Shareholders´ Meeting shall draft the attendance list subject to the criteria of the Chairperson or, if it is so resolved, of the Board of Directors, regarding the recognition and admission of shareholders to the Shareholders´ Meeting.
4. The attendance list shall specify: (a) The name of the shareholders present (including those who have issued their vote by mail, e-mail or any other means of remote communication envisaged in this Regulation) and those represented by proxy, with the identity of their proxy holders; (b) The number of shares held by those present or represented.
5. This list shall indicate the total number of shareholders present and the number of shareholders represented, as well as the share capital owned by both categories. The number of shareholders in attendance who do not have voting rights shall be indicated separately. If the Shareholders´ Meeting takes place in various venues as provided for in the Bylaws and this Regulation, the share capital present or represented in each location shall be indicated.
6. The Chairperson of the Board of Directors may stipulate that the Secretary be assisted by two or more scrutineers to draw up the attendance list. The scrutineers shall be designated by the Chairperson.
7. The Chairperson of the Board of Directors is empowered to determine the validity of the proxies and legitimacy of the suspension of voting rights of those shareholders who are in breach of the regulations governing tender offers.
8. The attendance list shall be placed at the disposal of the shareholders who so request at the start of the Shareholders´ Meeting.
9. If the attendance list is not included at the start of the Minutes of the Shareholders´ Meeting, it shall be attached as an annex signed by the Secretary and countersigned by the Chairperson. The attendance list may also be created by means of computer software, as provided for in Article 98.2 of the Mercantile Register Regulation.

Article 22. Declaration of the Shareholders´ Meeting as quorate

1. Before declaring that the Shareholders´ Meeting is quorate, the Chairperson shall announce the definitive or provisional data relating to the number of shareholders with voting rights present, indicating the percentage of capital they represent, with a breakdown of the percentage corresponding to shareholders present and shareholders represented. If these figures are indicated to be provisional, the definitive data shall be provided to the Meeting prior to discussing the items on the Agenda.
2. Alternatively, the Chairperson may declare the Shareholders´ Meeting to be provisionally quorate and the session to be open, thus allowing the speeches and comments to commence, postponing the declaration of attendance figures, the constitution of the Meeting and the distribution of the attendance list until it has been concluded.
3. If the quorum of the Shareholders´ Meeting does not allow resolutions to be adopted on all items of the Agenda, the Chairperson shall make this clear. The deliberations and voting shall be limited to the items on the Agenda for which the Meeting is quorate.
4. Once the Shareholders´ Meeting has been declared quorate, the Chairperson shall invite those present to state if they have any reservations or objections regarding the data given and the valid constitution of the Meeting. Any such statements shall be made to the Secretary to be recorded in the Minutes to the Meeting. In the event that a notary is engaged, the Chairperson shall invite the notary to ask those present if they have any reservations or objections regarding the Chairperson's statements as to the number of shareholders and the percentage of capital present. In the event of there being reservations or objections, the notary shall record them in the Minutes, indicating the name of the person(s) who voiced those opinions.

Chapter III: CONDUCT OF THE MEETING

Article 23. Shareholders´ speeches

1. Once the Meeting has started, the Chairperson shall decide upon the opportune moment, which must be before resolutions are voted on, to recognise any shareholders who wish to participate in the debate on the items of the agenda.
2. All shareholders attending the Shareholders´ Meeting shall be entitled to participate in the debate on the items of the Agenda.
3. The Chairperson may demand that those shareholders who wish to intervene identify themselves and state their number of shares to the personnel designated by the Company to attend to them.
4. The Chairperson shall establish the rota for speeches, and the shareholders shall speak in the order indicated by the Chairperson.
5. Shareholders may intervene to request information, make any proposals that are legally admissible, or to make any other statement.
6. The right to intervene shall be subordinate to the measures which the Chairperson may establish to ensure that the debate is conducted in a fair, flexible and relevant manner while respecting the rights of those present. The Chairperson may rule that items be grouped together for the purposes of the debate, limit the time for each speech to a maximum of no less than three Minutes, establish turns and close the list of speakers after granting shareholders a reasonable period of time to request a turn. The Chairperson shall be empowered with the following competencies to organise the speeches so that their content is confined to business to be transacted in the Shareholders´ Meeting and their form and extension respects the rights of the other shareholders to intervene, participate and vote: (a) Ask participating shareholders to clarify the items that were not sufficiently explained during their speech; (b) Limit the time of Shareholders´ speeches when he/she considers that the subject has been sufficiently discussed or, if appropriate, extend the time initially assigned to a shareholder; (c) Moderate Shareholders´ speeches, asking them to confine their comments to the Agenda and observe the rules of decorum, or call them to order when they are obstructive or seek to disrupt the normal course of the Meeting; (d) Withdraw the right to speak when the allotted time has elapsed or the shareholders persist in their conduct despite the admonishments envisaged in the above paragraphs. In the exercise of this power, the Chairperson may ask, or even order, shareholders to leave the premises if they repeatedly ignore his/her requests, and may adopt any necessary measures to achieve this. (e) Resolve any queries that arise during the Meeting regarding the rules established in this Regulation.
7. Once all the speeches have concluded, the Chairperson and, as appropriate, the members of the Board of Directors, the members of the Audit Committee and other persons invited to do so by the Chairperson shall respond to the shareholders to provide answers or issue the corresponding reports. Alternatively, at the Chairperson's discretion, the Chairperson and the other members of the Platform may answer each shareholder immediately after he/she speaks. Questions regarding matters that fall under the scope of competence of the Audit Committee shall be answered by the Chairperson of that Committee or by any of its members.
8. Shareholders who wish the contents of their remarks to be recorded in the Minutes must expressly request this and, before speaking, deliver the text in writing to the Secretary or the notary, as the case may be, so that they may be collated and subsequently incorporated into the Minutes as envisaged in this section. If shareholders who wish their remarks to be recorded in the Minutes do not deliver a written copy of their intervention before speaking, the general content of the remarks will be included in the Minutes.

Article 24. Request for information during the Shareholders´ Meeting

1. While speaking in the Shareholders´ Meeting, shareholders may request any information or clarifications they deem necessary to enable adequate comprehension and assessment of the matters included on the Agenda.
2. Where possible, the information must be provided during the Shareholders´ Meeting by the Board of Directors or, by the Audit Committee, when the matters fall under its scope of competence.
3. If the answer cannot be provided at the time, the Board of Directors and, by delegation, the Managing Director, is obliged to provide that information in writing within seven days from the end of the Shareholders´ Meeting.
4. Requests for information that are inadmissible in terms of the shareholder's right to information, or that the Chairperson of the Board of Directors considers would damage the Company´s interests if they were published, shall not be attended to during or after the Shareholders´ Meeting.
5. Harm to the Company´s interests may not be claimed when the request is supported by shareholders who represent at least one quarter of the capital stock.

Chapter IV: ADJOURNMENT AND SUSPENSION OF THE Shareholders´ MEETING

Article 25. Adjournment of the Shareholders´ Meeting

1. The Shareholders´ Meeting may decide to adjourn the Meeting for one or more consecutive days, at the suggestion of the Board of Directors or of shareholders who represent at least one quarter of the capital stock in attendance. Regardless of the number of sessions in which the Shareholders´ Meeting is held, it shall be considered to be one single Meeting and one set of Minutes shall be drafted for all the sessions.
2. In the event that the Meeting is extended, it shall not be necessary in the successive sessions to repeat compliance with the requirements envisaged by law or the Bylaws for the meeting to be quorate. If any shareholders included in the attendance list created at the start of the Meeting do not attend the successive sessions, the majority required to adopt the resolutions shall still be determined by the data contained in that list.

Article 26. Temporary suspension of the Shareholders´ Meeting

1. In the event that any disturbances significantly disrupt the good order of the Meeting or any other extraordinary circumstances temporarily impede the normal conduct of the Meeting, the Chairperson of the Board of Directors may resolve to suspend the session for the time he/she deems appropriate, in order to restore the conditions required for the Meeting to continue.
2. In that case, the Chairperson may adopt the measures he/she deems fit to guarantee the safety of those present and prevent a repetition of circumstances which might again perturb the Meeting.

Chapter V: ADOPTION OF RESOLUTIONS

Article 27. Means of adopting resolutions

1. Each item of the Agenda shall be put to the vote individually, in the manner decided by the Chairperson, via either nominal or secret vote. The Chairperson of the Board of Directors is responsible for organising the details of the vote and, if it deems appropriate, designating two or more scrutineers to assist him/her.
2. Alternatively, the Chairperson of the Shareholders´ Meeting may rule that the proposals corresponding to various items on the Agenda be put to the vote as a block, in which case the outcome of the vote shall be understood to have been reproduced individually in each proposal if none of the attendees express a wish to vote differently on any individual proposal. In the event that a shareholder expresses a different vote or abstention regarding any or all of the resolutions that are put to the vote as a block, his/her vote or abstention, and the outcome of the vote which, consequently, corresponds to each proposal, shall be recorded in the Minutes.
3. The same rules shall be applicable to votes regarding any proposals made by shareholders that are not included in the Agenda.
4. Every ten shares give the right to vote. Shares may be grouped to exercise this right.
5. In order to adopt resolutions, the following voting system shall be applied: a) With regard to proposals relating to matters on the Agenda, all the shares present or represented shall be understood to vote in favour of the proposed resolution being voted upon, except for the votes corresponding to shares whose owners or representatives inform the Secretary or the notary, as the case may be, by means of a personal statement, or prior to the Shareholders´ Meeting by means of a vote by mail, e-mail or any other means of remote communication provided for in this Regulation, which are cast against, or blank, or abstain in relation to the proposal. In the event that there are several proposals relating to the same subject, the proposal by the Board of Directors shall be voted on initially, followed by the other proposals in the chronological order in which they were communicated to the Company. b) With regard to proposals on matters that are not included in the Agenda, all the shares present or represented at the Meeting shall be considered to vote against the proposal, except for the votes corresponding to shares whose owners or representatives inform the Secretary or the notary, as the case may be, by means of a personal statement, or prior to the Shareholders´ Meeting by means of a vote by mail, e-mail or any other means of remote communication provided for in this Regulation, which are cast in favour of the proposal. In the event that there are several proposals relating to the same subject, the proposal by the Board of Directors shall be voted on initially, followed by the other proposals in the chronological order in which they were communicated to the Company.
6. Exceptionally, depending on the circumstances, the Shareholders´ Meeting Platform may decide to depart from the system for adopting resolutions defined in the preceding paragraph and to replace it with another system which provides evidence that the necessary votes in favour for approval have been obtained and enables the outcome of the vote to be entered in the Minutes.
7. Resolutions shall be adopted by a majority, which shall be understood to have been reached when the votes in favour represent over half of the shares with voting rights that are in attendance according to the attendance list drawn up when the Meeting was constituted.
8. Regardless of the system used to determine the vote, the confirmation by the Shareholders´ Meeting Platform that there are sufficient votes in favour to reach the majority required in each case will enable the Chairperson to declare the corresponding proposal to have been approved.

Chapter VI: CONCLUSION OF THE Shareholders´ MEETING

Article 28. Declaration of the conclusion of the Shareholders´ Meeting After the proposed resolutions have been voted upon and the outcome of the vote has been announced by the Chairperson, the Meeting shall conclude and the Chairperson shall adjourn the session.

TITLE VII: DOCUMENTATION AND PUBLICATION OF THE Shareholders´ MEETING RESOLUTIONS

Article 29. Minutes and certificates

1. The Minutes of the Shareholders´ Meeting shall be taken by the Secretary of the Shareholders´ Meeting and shall be approved by the Shareholders´ Meeting itself at the end of the Meeting. Alternatively, if so decided by the Chairperson, the Minutes may be approved within fifteen days by the Chairperson and two scrutineers, one representing the majority and the other the minority.
2. Once approved, the Minutes shall be signed by the Secretary and countersigned by the Chairperson, without prejudice to the provisions of Article 114 of the consolidated Spanish Corporations law.
3. The Secretary of the Board of Directors shall issue certificates of the resolutions adopted by the Shareholders´ Meeting, which shall be countersigned by the Chairperson of the Board of Directors.
4. Any shareholder or proxy at a Shareholders´ Meeting is entitled to request a certificate of the resolutions adopted and of the Minutes.

Article 30. Publication of resolutions

1. Shareholders may view the resolutions adopted by the most recent Shareholders´ Meeting and other information regarding that Meeting through the Company´s web site and by the other means of publication that are relevant in each case in accordance with the law or regulations.
2. The resolutions that may be registered shall be registered in the Mercantile Register within one month or such shorter period as may be imposed by law for specific resolutions.
3. The Company shall notify the National Securities Market Commission of the resolutions adopted by the Shareholders´ Meeting, either verbatim or as an excerpt of their contents.

ACCIONA, S.A. ANNEX RECOGNISED PROVIDERS OF ELECTRONIC SIGNATURE CERTIFICATION SERVICES (From 26 April 2004) Fábrica Nacional de Moneda y Timbre. OTHER ESTABLISHED OR ACCEPTED IDENTIFICATION SYSTEMS None

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