Iberdrola, S.A. (IBE) Earnings Call Transcript & Summary

April 2, 2020

Bolsa de Madrid ES Utilities Electric Utilities shareholder_meeting 48 min

Earnings Call Speaker Segments

Jose Sanchez Galán

executive
#1

Good morning, ladies and gentlemen, shareholders. We are meeting here today telematically at our headquarters to attend this AGM due to reasons that you know perfectly well and that we shall be discussing later on. The AGM itself and the passing of resolutions concerning issues that are presented to you is something that cannot be postponed for the company to continue with its activities. The cancellation or postponement of this event would have represented a disruption, not only for the shareholders, but also for the rest of the interest groups so with which Iberdrola is working. So the need to hold this event on this date had to be consistent with the agreement passed by the Board as regards to protecting the health of shareholders, workers, suppliers. And we also want to actively collaborate with the authorities to control the expansion of the coronavirus and prevent any risks for public health. The Board, after receiving advice and after thinking about this issue, is fully convinced that the early decision that allows us to cover both objectives is to not hold the AGM at the Palacio Euskalduna, which has been the venue in recent years, so we have to do this telematically. I'm sure that you fully understand that these circumstances require an AGM that avoids the presence of many people in a building. I think that it's one of the precautions that we've taken that has to do with Iberdrola's social responsibility, and it also has to do with the state of alarm declared by the government. And for the guidelines established by the CNMV and follows the instructions and recommendations issued by the government authorities and the health authorities as regards large collective events that has been expressly supported given the current circumstances that we're experiencing. This has been fully supported by the shareholders' associations. Since the AGM was called, the company has passed the necessary agreements to facilitate to the greatest possible extent the execution of its rights in terms of information, intervention, attendance, delegation and remote voting. And we have informed you about all of these circumstances over the last few weeks. So due to our civic responsibility, we've had to do away with important things like, for instance, the Shareholders' Day or the opening up of this AGM to our workers, suppliers, customers and representatives of all of our interest groups. And also we've had to do away with the opportunity of meeting you in person at the reception that is always taking place after this event finishes. And thanks to these efforts and to your support. I'd like to say that we've reached the necessary quorum to be able to constitute and hold this AGM, and therefore, we may now begin. So I'm now going to give the floor to the Secretary of the Board of Directors, Mr. Julián Martínez-Simancas.

Julián Martínez-Simancas Sánchez

executive
#2

Thank you very much, Chairman. Good morning, ladies and gentlemen, shareholders. This meeting is being held telematically. Although for legal purposes, it will consider to have taken place at the business address and not at the convention center, as announced in the call under Article 22 of the regulations for the AGM, in order to respond to the emergency situation created by the state of alarm. This measure was adopted in compliance with Article 41 of the Royal Decree 8/2020 of March 17 and was published through the complementary announcement on the company website at the National Stock Exchange Commission and in the company register official gazette. To promote the use of remote participation, the company has enabled the shareholders to delegate their representation to vote in advance or to attend telematically. In order to enable the rights of the shareholders, they may submit their interventions until the start of the meeting. I report that the Chairman and Secretary of the AGM are the Chairman and Secretary of the Board, and the panel is made up by the above, the directors, the vice secretaries and the legal counsel. As a result of the travel restrictions and the social distancing requirements, we have all connected telematically. We also have connected the notary, Ramón Múgica Alcorta, who will record the minutes of the meeting. The announcement for the call and the complementary announcement, the proposals made by the Board, the reports and documents approved by the Board, the information on the execution of the resolutions previously adopted by the Board, the modification or improvements made to the corporate governance system and the remaining information required by law or by company bylaws have been available on the corporate website. As on previous occasions, an external review has been made of the procedures for delegation, remote voting and calculation of the quorum of attendance, which, pending the final check, confirm the compliance of the corporate governance systems and its rules. I would like to remind you that according to the complementary announcement, all the questions received until the beginning of the AGM will be answered during the AGM or within 7 days. If requested by the shareholder, their interventions will be provided to the notary to be literally recorded in the minutes. The Board has agreed to pay the premium to those shares, not including in the list of attendance because of having registered after the list was made up or for other reasons outside the control of the company and the shareholder. These shares will be taken into account only for these purposes and not to calculate the forum.

Jose Sanchez Galán

executive
#3

Ladies and gentlemen, I would now like to inform you about the previous fiscal year. We find ourselves in an unprecedented situation as a result of the global pandemic that we are suffering. At Iberdrola, as soon as the threat became apparent, we took a number of measures with the objective of protecting the health of our employees and of our contractors. Thus ensuring that citizens can continue to be supplied with electricity with complete normality, guaranteeing our workers' jobs and doing everything in our power to prevent the destruction of jobs of tens of thousands of people who work in our supplies companies. At the same time, maintaining maximum health and safety precautions for the people working on the projects already underway and on the new ones that will be launched shortly. Additionally, using our logistical and financial capabilities, in agreement with the institutions, we're acquiring the sanitary and preventive materials that they've specified for an amount that we estimate will be at least EUR 25 million, including the much-needed ventilators as well as protective clothing and masks for the health care authorities to distribute where they are most needed. The 107 measures that we have implemented internally and which we continue to update in real time in all the countries are bearing fruit. To date, more than 90% of our office staff worldwide are working from home, thanks to the investments in digitization that we have made in the past few years. We've also reorganized the work of the outside workers of the power plants and the transmission and distribution networks with shifts that avoid physical contact or overlapping of personnel. And we have split up the work centers, preparing other premises to avoid shifts running into one another. We've also intensified all the cleaning and disinfection work considerably. And thanks to all these measures, we're managing to contain the impact of the virus on our workforce and collaborators as far as possible, immediately isolating and attending to the few people who are affected and quickly and efficiently taking the necessary precautions in all suspected case. And along these lines, the main leading fund managers, like BlackRock, are bidding on socially responsible investments based on environmental, social and governance criteria. Occasions such as the recent Madrid climate summit are also highlighting the fact that these trends are fully consonant with the demands of society, which is making its voice heard ever more clearly. Barely a month ago, the European Commission presented its proposal for a climate law which will give a legal form to the objective of attaining neutrality -- climate neutrality by 2050, as set up in the European Green Deal. And the Spanish government is making progress with the processing of the Climate Change and Energy Transition Act. The results for 2019 show how Iberdrola's model, based on the social market economy, is contributing value, growing value for you, the shareholders. At the same time, it's generating wealth and sustainable development for our employees and for society as a whole. This past year, we increased our investments by 32% to reach a figure of EUR 8,158 million. In just 12 months, we commissioned projects totaling 5,500 megawatts, which is 5x the average annual new installed capacity over the past few years. In projects such as the Núñez de Balboa photovoltaic plant in Usagre, Badajoz, the biggest in Europe using this technology; or the Baixo Iguaçu hydroelectric power plant in Brazil; the Santiago wind farm and the El Carmen and Topolobampo II power stations in Mexico; the East Anglia ONE offshore wind complex in the U.K.; and the Karankawa and Patriot wind farms in the United States, just to mention a few of them. At the same time, we have continued to expand and strengthen our transmission and distribution networks worldwide with a view to making them even smarter and more reliable. As a result of this increase in activity and the improvement in the cost/income ratio, the group's gross operating profit increased by 8.1%, surpassing EUR 10 billion for the first time in our history. And net profit increased by 13% to reach EUR 3,406 million. In view of this, the Board of Directors has decided to propose to this General Shareholders' Meeting that it approved an increase in shareholder remuneration to reach EUR 0.40 per share. During this past year, 3,500 new employees joined Iberdrola. And in 2020, we expect to reach the record figure of 5,000 new hires. This will bring the company's total workforce to more than 40,000 people. Currently, 99% of our employees have permanent contracts. And we continue to be a benchmark in training with 55 hours per employee per year, with the incorporation of more than 1,400 interns, trainees and scholarship holders and with our international scholarship program for more than 900 graduates. Our total commitment to gender equality is reflected in our being one of the companies with the biggest percentages of women on the Board of Directors, in the nonexistence of gender-based wage gaps and the growing number of women in all positions in the company. And in something that I feel particularly proud of, the promotion of women's sports, an initiative that already benefits more than 300,000 sportswomen. For this, we have been awarded the Gold Medal of the Royal Order of Sports Merit. In 2019, we also held firm to our commitment to caring for the environment, confirming our position as a benchmark in the fight against climate change and demonstrating that the energy transition is a real opportunity to generate wealth, growth and well-being in our environment. Although our production increased by 4%, thanks to the greater contribution of renewable wind and solar generation, as a result, our CO2 emissions are now only 110 grams per kilowatt hour, 1/3 those of our competitors and already below the objective that some of them are setting for the year 2030. Last year, we made purchases of more than EUR 20 billion from 22,000 suppliers who employ 400,000 people around the world, promoting the creation of the activity of businesses geared towards sectors of the future and driving the transformation of traditional industries into these activities. Allow me to reiterate Iberdrola's complete readiness to perform its role of locomotive. As soon as we come through the current situation, at which time turbocharging economic activity and employment is going to be more necessary than ever. This activity would also have a very notable effect on the public coffers and benefiting all the citizens of the countries in which we are present. This past year, our global tax contribution exceeded EUR 14 billion, of which EUR 8 billion corresponded to taxes shown in our income statement or collected from our customers and employees. In 2019, we also continued with our innovation drive, investing EUR 280 million under this heading. This confirmed us as one of the world's top 3 companies in the electricity sector in terms of resources allocated to this area and has led to our receiving recognition in the form of the National Innovation Award. But I don't want to end this section without highlighting the tasks performed by our foundations in the area of conservation of biodiversity or the promotion of artistic and cultural heritage, education, cooperation and social action. And our international corporate volunteer program, under which more than 7,000 people have devoted their free time last year to improving the lives of those that need it most. Volunteers who right now are throwing themselves into relieving the suffering of people affected by the coronavirus and their families. It's a source of pride to have people like them, totally committed to making this world of ours a better place. Iberdrola, therefore, faces the year 2020 with a well-established business project, focused on excellence in the service to our customers and on the investments in sustainable energy infrastructure and committed to continuing to contribute to the duration of wealth and employment for all. We're convinced that we share with you, dear shareholders, the certainty that speeding up the investments, once these exceptional circumstances come to an end is the best. I would even venture to say it's the only way to get through the situation of crisis and uncertainty. Therefore, in 2020, we want our investments to amply surpass last year's record to reach EUR 10 billion. And in the last few days, we brought forward orders to thousands of suppliers for an amount in excess of EUR 3.8 billion, bringing agreements in progress for delivery up to 2023 to more than EUR 20 billion. In this way, we give our suppliers greater security and visibility. And we also help them to maintain the activities and above all, maintain the employment generated by contracts by applying, of course, the most appropriate health and safety measures for all of those who contribute to carrying them out. And we will do so from a position of total conviction that we will come through this situation. Therefore, these new infrastructures will be absolutely necessary in the future. Therefore, of the 9,000 megawatts of new installed capacity currently under construction, we aim to have at least half operational by this year, and we intend to continue to add other new projects throughout the year. Projects are currently underway in progress all around the world. We have 30 photovoltaic plants, 50 onshore wind farms with Saint-Brieuc, Baltic Eagle and Vineyard offshore wind farms in France, Germany and in the United States; and the Támega pump storage hydroelectric giga battery in Portugal; the more than 5,000 kilometers of very high-voltage transmission lines that we are constructing in Brazil; and the new investments in distribution networks in the states of New York, Maine and Connecticut to boost the resilience and quality of the service. All these investments, together with cost containment, even after allowing for the costs entailed by the extraordinary measures taken to cope with the current circumstances, which I described to you earlier, as well as the disbursements for the acquisition of health material that the authorities have specified to us and which we will make available to them as it is delivered, all of this lead us to expect, with the data we have at present, that in 2020, our net profit may exceed that of 2019 and that the dividend should grow in the same line. Ladies and gentlemen, dear shareholders, it is very clear to us at Iberdrola that the success of our business project arises from a profound respect for ethical values. This belief has guided us throughout our 100-year journey. It is cemented in a solid compliance system which works fast and effectively. And it is reflected in the everyday activity of our employees whose professionalism and responsibility are the greatest source of pride for me and for the whole Board of Directors. To this end, the rules of forming the corporate governance system, which the Board of Directors keeps constantly up to date, are in line with the best practices at an international level. To conclude, I would like to stress my thanks to all of the men and women who form the big Iberdrola family, a team made up of people who are capable, loyal, committed and solidary and who have an unparalleled devotion to service who, with their daily work, underpin the success of this company. And thanks to those efforts, we can continue in these difficult times to provide a normal supply of electricity, a fundamental service for society. I should also like to thank the trade union representatives with whom we maintain a permanent dialogue and a climate of collaboration and even more so in these difficult times, when their sense of responsibility and their high mindedness are proving vital. And of course, many thanks to each and every one of the members of the Board of Directors for their work, help and constant support. In particular, many thanks to Inés Macho and Denise Holt, who are leaving the Board after carrying out excellent work over the course of many years. Thank you, Inés, and thank you, Denise. And I would also like to welcome the new directors, Nicola Brewer from the U.K. and Regina Nunes from Brazil, who I am sure are going to bring us all their experience and knowledge. Ladies and gentlemen, shareholders, thanks to our model, today, we are a great company made up of magnificent professionals imbued with selfless dedication and acutely aware of the essential service that they provide to society as a whole. A company that reaffirms its commitment to ensuring the supply of electricity even in circumstances such as those we are having to live through at present and also its determination to continue to drive economic activity and to safeguard the jobs of the hundreds of thousands of people who work for us all over the world. A commitment which is renewed every day and which we will maintain in the future, driven by the support of all of you, our shareholders, and by the complete faith that you show in us year after year. Thank you very much. [ Foreign Language ]

Julián Martínez-Simancas Sánchez

executive
#4

The share capital amounts to EUR 4,840,194,000, represented by 6,453,592,000 ordinary shares with a nominal value of EUR 0.75 each and belonging to a single class and series. The shareholders attending the AGM hold [ 4,971,540,890 ] shares, representing 77.04% of the share capital. And of these shareholders, the shareholders attending telematically or through a remote voting amount to 11,274, holding 474,523,629 shares, representing 7.35% of the share capital. And shareholders who have delegated their holding in the company amount to 105,173, holding [ 4,193,517,625 ] shares, representing 69.69% of the share capital. The company treasury stock amounts to 182,157,382 shares, representing 2.823% of the share capital, has been used to calculate the necessary percentages to adopt resolutions. Although according to the law, the exercise of the voting rights of these shares is suspended. So the AGM has therefore been validly constituted subsequent to a force call to deal with all of the issues that have been included on the agenda. I'm now going to give the floor to the notary.

Ramón Múgica Alcorta

attendee
#5

In compliance with Article 101.1 of the regulations of the business register and Article 40.7 of the Royal Decree 8/2020 of March 17, I express that I have been requested to attend the holding of this meeting, which is being held telematically, and to record the minutes of the meeting. I have judged the capacity of the request and have verified that the meeting has been called with the legal and statutory requirements and have accepted the request. I also report that I have used the remote communication media in real time to fulfill my function and that after examining the request for information and clarifications made by writing through the channels established by the company, no shareholder has expressed, either personally or through their representative, any reservations or protests against the calling of the AGM, the complementary announcement, the provisions adopted to facilitate the rights of the shareholders or the holding of the meeting. Finally, in compliance with Article 101.3 of the regulations of the company register, I have to put the following question to this assembly. Are there any reservations or protests concerning the statements made by the secretary regarding the number of shareholders present and the share capital present and represented? The minutes will record that there are no reservations or protests made by any of the attendants, either on their own behalf or through their representation. So we're now going to move on to the Q&A session, and I'm going to give the floor to the secretary so that he can make the necessary arrangement.

Julián Martínez-Simancas Sánchez

executive
#6

I will now read a summary of the questions from the shareholders that will be answered by the Chairman. The rest will be answered in writing within the legally established time frame. They will also be handed to the notary to be registered in the minutes if so requested by the shareholder.

Jose Sanchez Galán

executive
#7

I would like to thank all of the people that have been involved in this AGM for your interest in our company's evolution. Your involvement is going to help us improve our management day by day. And now I'd like to ask the secretary to read out the questions.

Julián Martínez-Simancas Sánchez

executive
#8

Mr. [ Juan Luis Garcia Telleria ] asked whether in a situation where other companies are talking of reducing dividends, the company intends to pursue this policy.

Jose Sanchez Galán

executive
#9

Thank you very much, Mr. Juan Luis, for your question, and thank you for being a shareholder of this company, for being so loyal to this company. And as I pointed out during my presentation, we believe in social market economy. And so therefore, what we have to do is provide an essential service to society so that we can generate wealth and so that this can have repercussion for all of our interest groups, suppliers, employees and our society and, of course, you, shareholders. Hundreds of thousands of shareholders, there's more than 600,000 shareholders, and these are not abstract bodies, but these are individuals. And many of them, as I said before, are pensioners who have their savings with us directly or indirectly through pension funds. And I know, and this is something that I've seen every year when we hold the AGM at the Palacio Euskalduna, I know that the dividend is supplemented -- supplementing their income on a recurrent basis. So you can -- rest assured, therefore, both you and the rest of the shareholders that we are fully aware of your concerns. So this is why I said during my speech, I said that I was not referring to the dividend to be charged to the 2019 fiscal year, EUR 0.40 per share, but I also said that we're going to maintain this growing dividend in line with our results for the year 2020. Fortunately, and thanks to a very cautious financial policy, the company has enough for 18 months in the most restrictive scenario in terms of the market. And we're also working on new operations like what we did yesterday, for instance, and we issued EUR 750 million with a demand in excess of EUR 9 billion at very competitive prices. And if I'm not wrong, I think that it's a 5-year issue with a total cost of 0.91%, which is below 1% in any case. So this is why our -- this is why this cautious financial policy does not only allow us to pay our dividend, but also will continue -- will allow us to continue with our investments or even speed them up, as I said during my presentation.

Julián Martínez-Simancas Sánchez

executive
#10

Mr. [ José Enrique Wes Vicero ] congratulated the Board for being able to attend this 100% remote AGM and asked about the stability of the dividend policy and any possible delays to the company's investment plans.

Jose Sanchez Galán

executive
#11

Well, thank you very much, Enrique. Many thanks for your comments. And it's a shame that we couldn't hold this AGM as usual and together with the Shareholders' Day. And especially in a year like this, because we had so many things to celebrate because 2019 was an extraordinary fiscal year and we achieved many goals, and it would have been lovely to have been able to celebrate it with all of you. But I'm sure that you all know how important it is to hold the meeting in this manner so that we do not have to modify anything in our company. So that's why we resorted to telematic systems. And as the Secretary has pointed out, we have set up all kinds of non-presential channels so that we can involve the shareholders as much as we possible can. As regards to the stability of dividends, as mentioned in the previous question, our commitment has not changed in terms of remuneration. And according to the information we have at this point in time, as I said during my speech, we hope that we'll be able to increase or improve our results in 2020 and also be able to increase the dividend to be charged to this year's fiscal year. And I'm fully convinced that we are going to pull through this situation and that our investments are going to be more necessary than ever. And if we can speed things up, we will do so so that in 2020, we can reach a historic record of EUR 10 billion. As mentioned before, we have the necessary financial resources to carry this out.

Julián Martínez-Simancas Sánchez

executive
#12

Mr. [ Antonio Cordon Portillo ], Chairman of the Association for Energy Transition asked when the relationship between economic growth and rising emissions will end and what must be asked of the government to speed up this process.

Jose Sanchez Galán

executive
#13

Thank you very much, Mr. Antonio, for your question. I think that at Iberdrola, we've already been doing this for several decades. We've been fostering this decoupling between economic growth and the growth of emissions. And thanks to our investments in renewables and in grids and in storage facilities over recent years, it's only 110 grams per kilowatt produced. It's 2/3 less compared to what our European colleagues are emitting. And it's far below the target that some people have set for 2030. And it's also below the target that we set for that particular year. That was 10 years ago. What we believe is that the electricity sector is going to be one of the solutions to cope with climate change because we have technologies like renewables, for instance, and we have smart grids. And all this is going to help us decarbonize the economy in an efficient manner. So all of the scenarios that have been contemplated by the agreement to fulfill the Paris Agreement have to do with the electrification of sectors, such as transport, or the cooling and heating as they say in Anglo-Saxon world, or industrial processes, too. And at Iberdrola, we want to achieve this goal. So this is why we want to speed up our investments as soon as it's possible to do so. I think that we can create a virtuous circle for economic growth by reducing emissions and by achieving more growth and more employment, too. And this is why in 2020 -- and apart from speeding up our investments, we also are going to hire another 5,000 professionals. So this is why the European Union and the Spanish government have focused on the Green Agreement, and it's one of the top priorities. And in this particular regard, and just to answer your question, what it is we would ask the authorities to do? Well, what I would say, I'd say that once Spain sends this to Brussels, and I think that this is a very good decision from the Vice President for Ecological Transition. Once she sent the climate and energy plan to Brussels, so that things can be speeded up as much as possible after this alarm finishes, so once Spain has sent this document, we want Brussels also to accelerate its approval so that we can implement this as soon as possible. And there's another issue, too, that I would like to ask everybody in all of our countries where we are operating, and that is that the permit system should be also made more agile because we engineers usually say, today, it takes you 5 years to achieve approvals and about 1 or 1.5 years to construct something, to construct the facilities. As an electrical engineer, I'd say that we have to work more in parallel and less in series, everybody at the same time instead of waiting for somebody to send you a sheet of paper.

Julián Martínez-Simancas Sánchez

executive
#14

Mr. [ Anghel De Castro ] asked about the uncertainty created by the coronavirus and, specifically, what Iberdrola can do to mitigate the impact on the economy.

Jose Sanchez Galán

executive
#15

Well, thank you very much. Thank you very much, Anghel, for your question. We -- I said this previously in my speech, we know that we are a major driving force as regards. employment and economic activity and that this driving force is more necessary than ever. So accordingly, in this fiscal year, we want to achieve our investment goals, like what happened last year, so that we can reach a figure of EUR 10 billion. And we want to keep on hiring people. As I said before, we would like to reach 5,000, added on to the 3,500 that we incorporated in 2019. But we think that compared to the previous crisis, we believe that the European authorities, the Spanish authorities and the international authorities are responding very quickly to inject liquidity into the system. But liquidity doesn't suffice if there's no activity. So therefore, what we have to do is generate demand. And demand, in our case, what we are doing is we are bringing forward the orders. We are advancing them to our suppliers so that they have enough certainty and so that they can maintain enough employment and also have access to liquidity. So this is why over the last few weeks, we have issued pluri annual orders totaling more than EUR 3.8 billion and with more than 27,000 suppliers. And we also have purchases in excess of EUR 20 billion until the year 2023. So we believe that in a sector like this that has a very positive future, we think that this is the best way providing incentives for the economic activity and generating more jobs. And that's what we're trying to do at Iberdrola so that the 400,000 people that are working for the companies that provide us with the goods and services, so that they will be able to continue with their work at their own facilities.

Julián Martínez-Simancas Sánchez

executive
#16

Finally, Mr. [ Thomas Desa ] appreciate Iberdrola setting quantifiable environmental targets and asked about the objective of being carbon neutral by 2050 and when this objective would be achieved without using carbon capture and storage or CO2 offsetting mechanisms.

Jose Sanchez Galán

executive
#17

Thank you very much, Thomas. As I said before, in 2019, our level of emissions is lower compared to what we set as an objective a few years ago for 2030. And we are speeding up our investments in terms of renewables, grids and storage facilities because our emissions are 2/3 lower compared to those of our colleagues. However, what I would say, as a football coach says, is that let's focus on each match individually. Because in our current situation and with these prospects, what we can see is that we will be able, not only to fulfill these objectives of 2030 that we have achieved 10 years in advance, but we're also going to achieve those that have been established for 2050. And we are adopting lots of measures. And among them, well, we are speeding up investments in renewables. And some of those that you mentioned in your question too, like, for instance, reforestation because we at Iberdrola and in Spain, in particular, we've been reforesting thousands of hectares so that we could also do work in that field. So we have achieved what we had set for the year 2030. We've already achieved that. But I'm sure that in 2050, and with the actions that we're taking, we're also going to achieve our goals. Thank you very much for your question, Thomas.

Julián Martínez-Simancas Sánchez

executive
#18

And now we're going to move on to the vote for the agreement proposals. And as regards to the provisional results of the voting, I have to point out that the votes that have been cast remotely as well as those that have been dedicated have been processed through all the channels that have been made available to you. I report that after checking the vote count at the AGM and pending the final checks, the procedures applied fulfill the provisions of the corporate governance systems and its rules. I would also like to remind you that according to the regulations of the AGM, the votes linked to all the shares present and represented whose shareholders or representatives have not expressed a vote against, a blank vote or that they have abstained, will be considered to be vote in favor of the resolutions. Regarding items 15 and 16 on the agenda, regarding the consultative vote and the strategic bonus, and the reelection of directors under items 19 and 20, those that are conflicted will abstain from exercising the right to vote for the shares they represent. The corresponding voting rights will be exercised by the secretary and that the secretary were conflicted by the vice secretary, Mr. Santiago Martinez Garrido. We have both accepted the designation. As we can see on the agenda, the issues are presented around blocks for which we will state the votes obtained. First group, putting to your approval: the annual accounts, the management report, the nonfinancial information, the company management report for the year 2019 and the reelection of KPMG auditors for a 2-year period. Under the second section, we have the updating of the bylaws with the aim of redefining the company interest and the dividend concepts and to reply a statutory recognition to the compliance system. And to compensate the dilution in the share capital increases, we propose reducing it to a maximum of 3.31%. We also modify the regulations for the AGM in order to give its competence over the approval of the nonfinancial information, updating the regulation to the right of information and the remote participation mechanisms as well as bringing in certain technical improvements. Within the third section, we request your authorization for the payment of a dividend in cash and 2 capital increases within the framework of the Iberdrola Flexible Remuneration system. We also ask you for your approval for a strategic bond aimed at company professionals payable in shares and related to company performance. We also put to your consideration the consultative vote on the remuneration of the directors during the year 2019. Fourthly, the appointment of Ms. Nicola Brewer and Regina Nunes as members of the Board as independent directors, the reelection of Samantha Barber as independent director and Iñigo de Oriol as another external director. They have all expressed their intention of accepting the appointment, and this will be formalized after the meeting. We also request your approval to determine the number of members of the Board of Directors. And in fifth place, we request your authorization to enlarge capital up to 50% of current amount through the authorized capital formula, to issue exchangeable and/or convertible bonds and warrants amounting to up to EUR 5 billion, in both cases, with the faculty of excluding the preemptive rights up to a maximum amount of 10% of the share capital. Finally, we request your approval of the proposal of delegating faculties to formalize and publish the resolutions. In view of the results so far, I am pleased to report that aside from the votes that have not yet been counted since the shareholders that voted telematically were allowed to vote up to 1,400 hours, as stated in the complementary announcement, there is a sufficient majority for each of the items on the agenda to approve all the resolutions put to this AGM. Without prejudice to the above, the final data on the votes will be published on the company website.

Jose Sanchez Galán

executive
#19

So as for the information available to the panel and that will be described in the minutes of the AGM, all of the agreement proposals that have been formulated by the Board have been approved. So on behalf of the Board, I would like to thank you all very much for your participation and for your support in the approval of these agreement proposals. And as I said at the beginning of my speech, I would like to thank you for accepting these changes that have been made and for having held the AGM at another venue. This has allowed us to defend the interest of the company, of its shareholders and the interest groups, thanks to your collective effort in view of the sanitary risk that we are facing. So this has made it possible for Iberdrola to hold its most important event in a socially responsible way according to the exceptional circumstances that we are experiencing without losing sight of our general interest and the interest of our community. I also regret that I cannot greet you in person and will not be able to celebrate together with you the excellent results of this fiscal year because of this state of alarm we are currently facing. Fortunately, there are nowadays technological systems that have allowed us to hold this AGM telematically, and we've also been able to pass the agreements submitted for your consideration. We've been here to answer your questions and be with you, although I'm afraid that the human factor has been missing, that is your presence, which is so important for all of us and which technology can certainly not replace. But finally, I would like to also say that the money that we usually spend on the traditional reception we had at the end of the AGM at the Palacio Euskalduna will be used to purchase sanitary material for the Basque Health Service. So we close the General Shareholders' Assembly here. Thank you very much, and we now adjourn the session. Thank you very much. Goodbye. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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