The documents in which such delegations or proxies for the General Meeting appear shall reflect voting instructions. If no such express voting
instructions appear, it shall be construed that the proxy holder shall vote in favour of the proposals put forward by the Board of Directors for
resolutions on the items included in the agenda.
If no voting instructions have been given because the General Shareholders’ Meeting will be voting on matters that, at the time the delegation was
granted, were not included on the agenda and were therefore unknown, the representative may vote in the way they consider most benefits the
interests of the Company. The same shall apply when the corresponding proposal or proposals put to the vote have not been drafted by the Board
of Directors.
If the identity of the party the shareholder has appointed as proxy is not indicated on the representation or delegation document, the proxy shall
be deemed to be granted to the Chairman of the Board of Directors of the Company, or to the party assigned to this role, or to the party standing
in for the Chairman in the General Shareholders’ Meeting.
In the event of a public request for representation, the provisions of article 186 of the revised text of the Companies Act (Ley de Sociedades Capital)
and, where appropriate, article 514 of the same text shall apply. In particular, the document granting the power must contain or have attached to
it the agenda of the meeting, as well as the request for instructions for exercising the right to vote and an indication of how the representative will
vote in the event that precise instructions are not given. In those cases, the director or person acting as proxy may not exercise the right to vote
corresponding to the shares represented on any items on the agenda regarding which they may have a conflict of interest and, in any event, with
respect to any resolutions on (i) their own appointment or ratification, dismissal, suspension or removal from office as a director, (ii) questions of
liability involving them, (iii) the approval or ratification of the company’s transactions with the director in question, with companies controlled by
them or which they may represent or with any persons acting on their behalf.
Foreseeing the possibility of conflicts, the proxy may be granted to another person on a subsidiary basis.
Representation can always be withdrawn. The attendance in person at the Meeting by the party represented shall invalidate the representation.
Right to vote
The shareholders present or represented at the Meeting may exercise their right to vote on the resolutions put to the Meeting. Resolutions shall be
adopted by the legally established majorities, with one vote corresponding to one share.
Shareholders that are natural persons without the full capacity to act, and shareholders that are legal entities, shall be represented by parties legally
accredited to represent them.
In all circumstances, both for cases of voluntary representation and for legal representation, no more than one representative may be present at
the Meeting.
The Chairman of the General Shareholders’ Meeting or, through delegation, the Secretary thereof, shall settle any questions which may arise
concerning the validity and efficacy of documents from which any shareholders’ right to attend General Meetings on an individual basis or through
pooling their shares with other shareholders are derived, as well as any regarding delegating or granting proxies to another person. They shall solely
deem as invalid and ineffective those documents which fail to meet essential minimum legal or statutory requirements, provided such defects have
not been corrected.
E.4. Indicate, as applicable, the measures adopted to promote the participation of shareholders in General
Shareholder’s Meetings.
From the date of publication of the notice of the General Shareholders’ Meeting, the Company shall make available to shareholders the documents
and information, required by law or under the Articles of Association, relating to the different agenda items, the same documents and information
appearing on the Company’s website from the aforesaid date. Notwithstanding the above, shareholders may also immediately and freely obtain
these documents and information, under those situations and terms provided for under the law, from the Company’s registered address, as well as
requesting them to be sent or delivered free of charge.
Likewise, from the date the General Meeting’s announcement is published, the company shall post on its website any documents and information
that may legally be required as they become available, as well any others the company may deem suitable for these purposes in order to foster
shareholder attendance and participation at General Meetings.
The Articles of Association, the Annual General Meeting Regulations and the Regulations of the Board of Directors must always appear on the
website and also, where appropriate, the Regulations of the Committees of the Board of Directors, the Annual Report, the Internal Conduct
Regulations, Corporate Governance Reports, notices of ordinary and extraordinary general meetings, proposals to be put to the vote and the
documents and information that, in accordance with current regulations, must be made available to shareholders from the date the meeting is
called, information about the proceedings of general meetings that have been held and, in particular, about the composition of the general meeting
at the time of its constitution and the resolutions adopted, giving the number of votes cast and the way that they went; the existing channels of
communication with the company and the means and procedures for appointing proxies for the general meeting; the means and procedures for
voting in absentia, as well as for Relevant Facts.
Such information may be subject to change at any time; in which case, the relevant amendments and clarifications shall be posted on the company’s
website.
Additionally, an Electronic Shareholders’ Forum has been set up to facilitate shareholder communications prior to upcoming General Meetings, and
to serve as an instrument to post proposals to be added to the agenda, requests for support for such proposals, initiatives aimed at reaching a the
percentage needed to exercise minority rights or voluntary proxy solicitations.
From the moment the notice of the General Shareholders’ Meeting is published, until seven day prior to the date of the first call, any shareholder
may request the information or clarifications they deem appropriate, in writing, from the Company’s Board of Directors, or may prepare, in writing,
any questions they deem appropriate regarding the matters included on the Meeting agenda published in the notice of the Meeting, or regarding
the publicly available information that the Company may have filed with the National Securities Market Commission since the immediately preceding
General Shareholders’ Meeting was held.
ANNUAL CORPORATE
GOVERNANCE REPORT
45
