Distance and proxy voting

SECTION 189 (SPECIAL PROVISIONS ON THE RIGHT OF ATTENDANCE AND VOTING RIGHTS IN PUBLIC LIMITED COMPANIES) OF SPANISH COMPANIES ACT:

1. “Shares may be grouped to exercise the right to attend general meetings and voting rights.

2. Depending on the provisions of the by-laws, the shareholder may delegate or cast votes on motions under items on the agenda of any type of general meeting by post, electronic correspondence or any other form of distance communication, provided the identity of the persons exercising their right to vote is properly substantiated.

3. Shareholders voting by correspondence must be regarded present for the purposes of establishing a quorum.”

SECTION 190 (CONFLICTS OF INTEREST) OF SPANISH COMPANIES ACT:

1. “A member may not exercise the voting right corresponding to its shares or quotas in the case of adoption of a resolution the purpose of which is:

a) to authorise it to transfer shares or quotas subject to a legal or articles restriction, 
b) to exclude it from the company,
c) to release it from an obligation or grant a right to it, 
d) to provide it with any kind of financial assistance, including giving guarantees in its favour, or 
e) to release it from obligations deriving from the duty of loyalty as provided in section 230.

In public limited companies, the prohibition of exercising the voting right under the circumstances contemplated in paragraphs a) and b) above will only apply when that prohibition is expressly contemplated in the corresponding clauses of the articles of association that regulate the restriction on free transferability or exclusion.

2. The shares or quotas of a member in any of the conflict of interest situations contemplated in the preceding subsection will be deducted from share capital when computing the majority of votes necessary in each case.

3. In cases of conflict of interest other than as contemplated in subsection 1, the members will not be deprived of their voting right. However, when the vote of the member or members involved in the conflict is decisive in adoption of the resolution, in the event of challenge the company and, if applicable, the member or members affected by the conflict will have the burden of proving that the resolution is consistent with the corporate interest. The challenging member or members will have the burden of demonstrating the existence of the conflict of interest. Excepted from the foregoing rule are resolutions regarding appointment, dismissal, revocation and imposition of liability on directors, and any others of a similar kind in which the conflict of interest refers exclusively to the position held by the member in the company. In these cases, those challenging the resolution will have the burden of showing the harm to the corporate interest.”

SECTION 193 (QUORUM IN PUBLIC LIMITED COMPANIES) OF SPANISH COMPANIES ACT:

1. “In public limited companies, the general meeting will be deemed to reach a quorum in the first call when the shareholders present or represented own at least 25% of the subscribed capital with voting rights. The by-laws may establish a higher quorum.

2. In the second call, a quorum will be deemed reached regardless of the amount of share capital present or represented, unless the by-laws establish a quorum, which must be less than the quorum established or required by law for the first call.”

SECTION 194 (STRICTER QUORUM REQUIREMENTS IN SPECIAL CASES) OF SPANISH COMPANIES ACT:

1. “In public limited companies, shareholders holding at least 50% of the subscribed capital with voting rights must be present or represented in the first call for the general meeting or extraordinary general meeting to validly adopt decisions regarding (i) an increase or reduction of the company share capital or any other amendment to the by-laws; (ii) the issue of bonds or debentures; (iii) the cancellation or restriction of the pre-emptive rights to acquire new shares; (iv) the conversion, merger, spin-off or global assignment of assets and liabilities; and (v) the transfer of the registered office abroad.

2. Twenty-five per cent of the share capital present or represented will suffice in the second call.

3. The by-laws may call for larger majorities than stipulated in the preceding sections.”

SECTION 197 BIS (SEPARATE VOTING ON MATTERS) OF SPANISH COMPANIES ACT:

1. “At the general meeting, matters that are substantially independent must be voted on separately.

2. In any event, even if they appear on the same point of the agenda, the following matters must be voted on separately: 
a) the appointment, ratification, re-election or separation of each director. 
b) when amending the articles of association, each section or group of articles that are independent of the others. 
c) those matters in respect of which it is so provided in the company's articles.”

SECTION 201 (MAJORITIES) OF SPANISH COMPANIES ACT:

1. “In public limited companies, corporate resolutions will be adopted by simple majority of the votes of shareholders present at the meeting in person or by proxy, a resolution being understood to have been adopted when it obtains more favourable than unfavourable votes of the capital present in person or by proxy.

2. For adoption of the resolutions referred to in section 194, If the capital present in person or by proxy is more than fifty percent, it will be sufficient for the resolution to be adopted by absolute majority. However, the favourable vote of two thirds of the capital present in person or by proxy at the meeting will be required when on second call shareholders representing twenty-five percent or more but less than fifty percent of subscribed capital with voting rights are present.

3. The articles of association may increase the majorities contemplated in the preceding subsections.”

SECTION 521 (REMOTE ATTENDANCE) OF SPANISH COMPANIES ACT, PROVIDES THAT:

1. “Attendance at a General Meeting and voting on the items of business included on the Agenda of any type of General Meeting may be delegated or exercised directly by the shareholder through postal correspondence, e-mail or any other type of remote communication in the terms provided for in the company’s by-laws, provided that the identity of the person taking part or voting and the security of the electronic communications are duly guaranteed.

2. In accordance with the provisions of the by-laws, the regulations of the General Meeting may regulate the remote exercise of those rights, including, particularly, any or all of the following forms:

a) Real time transmission of the General Meeting.

b) Real time bi-directional communication to allow shareholders to address the General Meeting from a place other than where it is being held.

c) A mechanism for casting votes in advance of or during the General Meeting with no need to appoint a proxy to be physically present at the General Meeting.”

SECTION 522 (PARTICIPATION AT GENERAL MEETINGS BY PROXY) OF SPANISH COMPANIES ACT, PROVIDES THAT:

1. “Any by-law clause limiting shareholders’ right to be represented by any proxy at General Meetings will be null and void. Nevertheless, the by-laws may prohibit replacement of the proxy by a third party, without prejudice to designation of an individual where the proxy is a legal entity.

2. Where the represented shareholder has issued instructions, the proxy must cast their vote in accordance with those instructions and will be obliged to keep those instructions for one year following the date of the pertinent General Meeting.

3. Appointment of the proxy by the shareholder and notice to the company of that appointment may be accomplished in writing or by electronic means. The company will establish the system for electronic notice of appointment along with the necessary and supplied formal requisites to guarantee the identity of the shareholder and the proxy or proxies appointed by them. This provision will apply likewise to revocation of the appointment of the proxy.

4. The proxy may act as such for more than one shareholder subject to no restriction on the number of shareholders represented. Where a proxy represents several shareholders, they may issue differing votes depending on the instructions received from each shareholder.”

5. In any event, the number of shares represented will count for the purposes of quorum at the General Meeting.”

SECTION 523 (CONFLICT OF INTEREST AFFECTING REPRESENTATIVES) OF SPANISH COMPANIES ACT, PROVIDES THAT:

1. “The proxy must advise the shareholder in detail in advance of their appointment as to whether they are affected by any conflict of interest. Where a conflict of interest arises subsequent to the proxy’s appointment and they have not advised the shareholder as to the possible existence of that conflict of interest, they must advise the shareholder in that regard immediately. In either case, where the proxy has not received precise new instructions for voting for each of the items of business on which the proxy must vote on behalf of the shareholder, they must abstain.

2. For the purposes of this Section a conflict of interest may exist in particular where the proxy is in any of the following situations:

a) Where they are the controlling shareholder of the company or an entity controlled by that shareholder.
b) Where they are a member of the governing body, management body or supervisory body of the company or of the controlling shareholder or of an entity controlled by that shareholder. In the case of a director, the provisions of Section 526 will apply.
c) Where they are an employee or auditor of the company, of the controlling shareholder or of an entity controlled by that shareholder.
d) Where they are an individual related to the foregoing. The following are considered related individuals: their spouse or former spouse in the preceding two years or anyone cohabiting in an analogous situation or having cohabited normally in the preceding two years, as well as their parents, children and siblings and their respective spouses.”

SECTION 524 (PROXIES AND EXERCISE OF VOTES BY INTERMEDIARY ENTITIES) OF SPANISH COMPANIES ACT:

1. “Entities having status as shareholders, by virtue of the share registry records, that act on behalf of multiple persons may, in any event, divide votes and exercise them in different senses, in compliance with differing voting instructions, if they have received them.

2. The intermediary entities referred to in the preceding subsection may grant proxies to each of the indirect holders or the third parties designated by them, with no limitation on the number of proxies granted.”

SECTION 525 (OUTCOME OF VOTING) OF SPANISH COMPANIES ACT:

1. “With regard to each decision submitted to a vote at a General Meeting, at least the following particulars must be determined: the number of shares for which valid votes have been cast, the proportion of share capital represented by those votes, the total number of valid votes, the number of votes in favour of and against each decision and the number of abstentions, if any.

2. The decisions approved and the outcome of the voting must be published in full on the company’s web page within five days following the end of the General Meeting.”

SECTION 526 (DIRECTORS’ VOTING RIGHTS AND PUBLIC REQUEST FOR REPRESENTATION) OF SPANISH COMPANIES ACT:

1. “In addition to compliance with the duties provided for in paragraph 1 of Section 523, when the directors of a listed company, or any other person on their behalf or in their interest, issue a public request to represent shareholders, the directors obtaining such representation may not exercise the voting rights attached to the shares represented in any of the items on the agenda that may involve a conflict of interest, unless they have received precise voting instructions from their principal with regard to each of those items in accordance with the provisions of Section 522. In any event, the director will be considered to be affected by a conflict of interest with regard to the following decisions:

a) their own appointment, re-appointment or ratification as directors

b) their own dismissal, forced separation or removal from their position

c) liability action against them initiated by the company

d) approval or ratification of company transactions with them, companies controlled or represented by them, or persons acting on their behalf.

2. The law also allows the proxy to cover items discussed at the meeting but not on the agenda attached to the notice of the meeting, in which case the restriction set out in the preceding paragraph will also apply.

3. The above also applies to the members of supervisory boards of European public limited companies with registered offices in Spain opting for a two-tier system.”

COMPANY’S BYLAWS PROVIDES THAT:

“Article 16.- Holding the General Meeting.

1.    Place. The place of holding the Meeting will be as designated in the call, within the location of the registered office, on the day and at the time indicated.

2.    Attendance. All shareholders owning at least sixty (60) shares, registered in the corresponding book entry accounting records five (5) days in advance of the date of holding the Meeting, and holding the corresponding attendance card, may attend the General Meeting.The Board of Directors will attend the General Meeting. The Chairman of the General Meeting may authorise attendance of any other person he deems to be appropriate; however the Meeting may revoke that authorisation. 

3.    Proxies. Shareholders may grant proxies to another person, complying with the requirements and formalities imposed by these Articles of Association, by the General Meeting Regulation and by law. The proxy will be specific to the meeting in question. This requirement will not apply when the representative is the spouse, ascendant or descendent of the represented shareholder. Nor will it apply when the representative has a general power of attorney granted in a public document with authority to manage all property the represented shareholder has in the country. A proxy will evidenced in writing in any of the following documents, in all cases with a handwritten signature: (i) the attendance card issued by the custodians participating in Iberclear, (ii) a letter or (iii) the standard form made available by the Company for these purposes to the shareholders, and also may be granted by way of remote electronic means of communication. In the latter case the provisions for the voting using the aforesaid means will apply, to the extent not incompatible with the nature of the proxy.
The appointment of the representative by the shareholder and, if applicable, the revocation of that appointment, will be notified to the Company in the manner established in the General Meeting Regulation. 

4.    Number of shareholders for quorum. Without prejudice to the provisions of law for special cases, the quorum for a General Shareholders Meeting on first call will be the presence, in person or by proxy, of shareholders holding at least twenty-five percent (25%) of the subscribed voting capital. On second call there will be a quorum for the Meeting whatever the capital in attendance.
Notwithstanding the provisions of the preceding paragraph, in order for the General Meeting to validly resolve on an increase or reduction of capital, or on any other amendment of the Articles of Association, on an issue of bonds, the disapplication or limitation of pre-emption rights in respect of new shares, transformation, merger splitup or bulk transfer of assets and liabilities, or relocation of the registered office outside of Spain, it will be necessary, on first call, for shareholders holding at least fifty percent (50%) of the subscribed voting capital to be present in person or by proxy. At second call, the presence of twenty five percent (25%) of said capital will be sufficient.

5.    Chairman of Meeting: The Chairman of the Meeting will be the person, if any, specified by the Board of Directors. In the absence of a specific decision by the Board, the Meeting will be chaired by the Chairman of the Board of Directors. In his absence, if any, it will be chaired by the Vice Chairman, and in the absence of both, by the attending Director with greatest seniority in the position and, in the absence of all of them, by the shareholder designated by the General Meeting. 
The Chairman will submit the items on the agenda to deliberation and manage the discussions so that the meeting is held in an orderly manner. To that end he will have the appropriate powers of order and discipline. 
The Chairman will be assisted by a Secretary, which will be the Secretary of the Board of Directors. In his absence, if any, the Deputy Secretary of the Board of Directors will act and, in his absence, the person designated by the Meeting.
The Meeting Officers will include the Chairman, the Secretary and the members of the Board of Directors in attendance.

6.    Voting by mail or remote electronic means of communication. Votes on proposals on matters on the Agenda of any kind of General Meeting may be cast by shareholders by mail or remote electronic means of communication. The identity of the person voting must be assured, in accordance with the requirements established in the General Meeting Regulation. Votes by e-mail will be cast using a recognised electronic signature or other form that the Board of Directors concludes will be suitable to ensure the authenticity and identity of the shareholder exercising the voting right. The shareholders who vote using remote methods must be counted as being present for the purpose of establishing the quorum. Votes cast using these methods must be in the possession of the Company, at its headquarters, at least twenty-four (24) hours in advance of the time contemplated for holding the General Meeting on first call. Otherwise, the vote will be deemed not to have been cast. In the call for each General Meeting the Board of Directors may determine a shorter advance term.
The Board of Directors has authority to develop the foregoing provisions, establishing rules, resources and procedures consistent with the state of the art to implement electronic voting and grant of proxies. In particular, the Board of Directors may, inter alia, regulate the use of alternative guarantees of electronic signatures for electronic voting.
The procedural rules adopted by the Board of Directors by virtue of the provisions of this section will be published on the Company's website.

7.    Voting. The Chairman will give details of the voting, summarise the number of votes in favor of and against the proposed resolution submitted to the General Meeting and announce the result aloud.
The General Shareholders Meeting Regulation will establish the procedures and systems for counting votes on proposed resolutions.”


“Article 17.- Adoption of Resolutions.
1. Each share with a right to vote present in person or by proxy at the General Meeting will be entitled to one vote.

2. Corporate resolutions will be adopted by simple majority of the votes of shareholders present at the Meeting in person or by proxy, a resolution being understood to have been adopted when it obtains more favorable than unfavorable votes.

3. Without prejudice to the provisions of law, the favorable vote of the absolute majority of the voting shares present in person or by proxy at the General Shareholders Meeting will be required if the capital present in person or by proxy is more than fifty percent (50%), or the favorable vote of two thirds of the capital present in person or by proxy at the Meeting when, on second call, shareholders are present that represent twenty-five percent (25%) or more of the subscribed voting capital without reaching fifty percent (50%), for approval of the following matters:

a) Articles amendments, including increase or reduction of capital, unless the law otherwise provides.
b) Issuance of bonds.
c) Transformation, merger or splitup in any of their forms, as well as bulk assignment of assets and liabilities and transfer of the Company's registered office abroad.
d) Disapplication or limitation of pre-emption rights for new shares.”

THE COMPANY’S GENERAL SHAREHOLDERS’ MEETING REGULATIONS PROVIDES THE FOLLOWING:

“Article 7. Right of Attendance.
1. Those holding at least sixty (60) shares may attend General Shareholders Meetings, provided that, five (5) days prior to the day the meeting is to be held, they are registered in the corresponding books and remain so until the meeting is held.
The holders of a smaller number of shares may group together to reach sixty (60) shares, appointing their representative.

2. To exercise the right of attendance, a shareholder must be previously authorised by way of the corresponding attendance card issued by any of the affiliated participants in Iberclear, or in any other manner permitted by applicable legislation.

3. The Board of Directors will attend the Meeting, and the Officers, Managers and Technicians of the Company and the companies in which it holds interests may attend, as may any other person whose attendance is authorised by the Chairman of the Meeting, without prejudice to the right of the Meeting to revoke that authorisation.
Nonetheless the attendance of the Board of Directors will not be required for the establishment of a quorum for the Meeting.

4. For purposes of showing the identity of the shareholders, or those validly representing them, at the entry to the premises where the General Meeting is held the National Identity Document or any other generally-accepted official document may be requested, together with presentation of the attendance card.
Legal persons will act through those legally representing them, which representation must be evidenced.”

“Article 8. Proxies 
1. A shareholder may grant a proxy to another person. The proxy will be specific to the Meeting in question. A proxy will be evidenced in any of the following documents, in all cases with a handwritten signature: (i) the attendance card issued by the custodians participating in Iberclear, (ii) a letter or (iii) the standard form made available by the Company for these purposes to the shareholders.
The document evidencing the proxy must contain or attach the agenda.

2. When the representative is the spouse, ascendant or descendent of the represented shareholder, or when the representative has a general power of attorney granted in a public document with authority to manage all property the represented shareholder has in the country, it will not be necessary for the proxy to be granted specifically for a given Meeting, or for the proxy to be evidenced by a handwritten signature on one of the documents contemplated in the first section of this article. However, the representative must attach the attendance card issued by the custodian participants in Iberclear in favour of the represented shareholder.

3. If a proxy is extended in favour of the Board of Directors, or if the proxy does not state the name of the person to which the proxy is granted, it will be understood to have been granted to the Chairman of the Board of Directors, or, if applicable, to the person chairing the General Meeting.

4. If the represented shareholder has not given voting instructions, it will be understood that the representative may vote in the sense it deems to be most appropriate to the interests of the shareholder.

5. If the appointed representative is in a conflict of interests in voting on any of the proposals that, whether or not on the Agenda, are submitted for approval of the General Meeting, and the represented shareholder has not given precise voting instructions, the representative must refrain from voting on the matters that, having a conflict of interest, it is to vote on on behalf of the shareholder. 
Without prejudice to the foregoing, if the designated representative is the Chairman of the Board or any member of the Board of Directors, is in a conflict of interests and has not received precise voting instructions, it will be replaced as representative by the Secretary of the Board of Directors.
If the Secretary also is in a conflict of interests, it must refrain from voting on the matters that, having a conflict of interest, it is to vote on on behalf of the shareholder. 

6. A proxy granted to one who by law cannot act as such will not be valid or effective. 

7. A proxy also may be granted by remote electronic means of communication. For this purpose the procedure contemplated in article 11.2 of this Regulation will be used, to the extent not incompatible with the nature of a proxy. The identity of the shareholder will be shown subject to the same requirements as established in the aforesaid article 11.2, with the term established in article 11.3 of this Regulation also being applicable to valid receipt of the proxy. For identification of the representative appointed by the shareholder, the identifying information required for such purposes must be entered in the electronic form.

8. Proxies are always revocable, and considered to be revoked by casting a remote vote or personal attendance at the Meeting by the represented shareholder.

9. The representative may represent more than one shareholder, with no limit regarding the number of shareholders represented. When a representative represents multiple shareholders, it may cast conflicting votes based on the instructions given by each shareholder. 

10. In any event, the number of represented shares will be used in the calculation of a quorum for the Meeting.

11. The Board of Directors is authorised to develop the foregoing provisions, establishing the rules, resources and procedures appropriate to the state of the art to implement voting and grant of proxies using electronic means, if applicable in compliance with the rules issued in this regard and the Articles of Association.
In particular, the Board of Directors may (i) regulate the use of guarantees of electronic signatures for the grant of proxies by electronic correspondence and (ii) reduce the advance term established above for receipt by the Company of proxies granted by mail or email.

12. The Chairman and the Secretary of the General Meeting will have the broadest authority to accept the validity of the document or form of evidencing representation. 

13. Also, entities having status as shareholders, by virtue of the share registry records, that act on behalf of multiple persons may, in any event, divide votes and exercise them in different senses, in compliance with differing voting instructions, if they have received them.

The intermediary entities referred to in the preceding paragraph may grant proxies to each of the indirect holders or the third parties designated by them, with no limitation on the number of proxies granted.”

“Article 9. Public Proxy Solicitation 
1. A public proxy solicitation in all cases must be made in accordance with the rules in effect from time to time.

2. In addition to complying with the duties provided for that purpose by law, if a proxy is granted in response to a public solicitation and the represented shareholder has not given voting instructions, it will be understood that the proxy (i) refers to all points on the Agenda for the General Meeting, (ii) requires a favourable vote on all resolutions proposed by the Board of Directors and (iii) also extends to such matters as may arise apart from the agenda, in respect of which the representative will vote in the sense it deems to be most appropriate to the interests of the shareholder. If the Director is in a conflict of interests in voting on any of the proposals, whether or not on the Agenda, the provisions of article 8.5 of this Regulation will apply.
In any event, a Director will be deemed to have a conflict of interests in respect of the following decisions:

- His appointment, re-election or ratification as a Director.
- His removal, withdrawal or dismissal as a Director.
- Exercise of the corporate action for liability against the Director.
- Approval or ratification, when applicable, of transactions of the Company with the Director in question, companies controlled thereby or persons representing or acting on behalf thereof.”

“Article 10. Voting by Mail or Remote Electronic Means of Communication
Voting on proposals on points on the agenda of any kind of General Meeting may be exercised by the shareholder by mail or remote electronic means of communication, provided that the identity of the person exercising the voting right is duly guaranteed in accordance with the requirements established in article 11 of this Regulation.”
“Article 11. Formal Requirements and Terms for Voting by Mail or Remote Electronic Means of Communication.
1. Voting by mail:

a) To cast votes by mail shareholders must complete and sign a standard form to be provided by the Company for these purposes, which will include the information necessary to evidence status as a shareholder, the signature of the shareholder being required to be attested by a notary or acknowledged by a custodian participating in Iberclear or shown by other means considered to be sufficient by the Board of Directors. In the case of legal persons, the form must be accompanied by the corresponding document sufficiently showing the representative capacity in which the signatory acts.
b) The form will be available on the Company's website from the date of publication of the notice of call of the General Meeting. Also, shareholders so wishing may, from the date of publication of the notice of call of the General Meeting, through the Shareholder Services Office, request that the aforesaid form be sent by mail. 
c) The shareholder must send the duly completed form to the Company, for processing and computation.

2. Voting by way of remote electronic means of communication:

a) To cast a vote by remote electronic means of communication, shareholders must complete a standard form to be provided by the Company for these purposes, which will include the information necessary to evidence status as a shareholder. 
b) The form will be available on the Company's website from the date of publication of the notice of call of the General Meeting. 
c) The shareholder must send the duly completed form to the Company, for processing and computation, by way of an electronic document that must include a recognised electronic signature, used by the shareholder, or another kind of electronic signature that the Board of Directors, based on the state of the art and the legal rules applicable from time to time, has declared to be sufficient by prior resolution adopted for that purpose, because it has adequate guarantees of authenticity and identification of the shareholder exercising its voting right.

3. A vote cast by any of the means contemplated in preceding sections 11.1 and 11.2 must be in the possession of the Company, at its headquarters, at least twenty-four (24) hours in advance of the time contemplated for holding the General Meeting on first call. Otherwise, the vote will be deemed not to have been cast. The Board of Directors in the call of each General Meeting may specify a shorter advance term. 

4. It is the shareholder that must, if applicable, show that the vote was received by the Company within the indicated term and it complied with all requirements established for that purpose. 

5. The casting by a shareholder of a remote vote will result in prior proxies issued by the shareholder being deemed to be revoked, and those granted subsequently being taken as not having been granted. A vote cast remotely will be of no effect if the shares the ownership of which gave the transferor voting rights are transferred, when that resulted in the appropriate registration in the accounting book entry record, at least five (5) days in advance of the holding of the Meeting, if the new holder of the shares exercises its voting right.

6. The Board of Directors is authorised to develop the foregoing provisions, establishing the rules, resources and procedures appropriate to the state of the art to implement voting and grant of proxies using electronic means, if applicable in compliance with the rules issued in this regard and the Articles of Association.
In particular, the Board of Directors may (i) regulate the use of alternative guarantees of electronic signatures for the casting of electronic votes and (ii) reduce the advance term established above for receipt by the Company of votes cast by mail or email.

7. In any event, the Board of Directors will adopt the measures necessary to avoid possible duplication and ensure that one voting or granting a proxy by mail or electronically is duly authorised to do so in accordance with the provisions of the Articles of Association and this Regulation.

8. The procedural rules adopted by the Board of Directors by virtue of the provisions of this section will be published on the Company's website.”

“Article 20. Voting
1. Once all shareholder questions and comments have concluded and answers have been provided as contemplated in this Regulation, the shareholders will vote on the resolutions proposed on the matters on the agenda, and such others as are not required by law to be included thereon. 

2. The reading of proposed resolutions by the Secretary of the Meeting may be dispensed with, resumed or provided in extracted form, in the discretion of the Chairman, absent express opposition of shareholders representing at least one percent (1%) of capital.

3. Full reading of proposals will however be necessary if the text thereof has not been made available to shareholders at least fifteen days before the date set for holding the Meeting, on the terms set forth in this Regulation.

4. If any of the proposals made available or provided to the shareholders was modified by the Board of Directors, the aforesaid modification must be read before voting on the proposal.

5. Those matters that are substantially independent of each other must be voted on separately. In any event, the following must be voted on separately:

a) the appointment, ratification, re-election or separation of each Director, and
b) when amending the Articles of Association, each section or group of articles that are independent of the others.

6. The voting on proposals will be made, as regards votes cast at the Meeting, in accordance with the following procedure:

a) When dealing with resolutions proposed by the Board of Directors, regarding matters included on the agenda:

(i) the votes corresponding to all shares physically present at the Meeting and represented (absent other instructions from the represented shareholder), plus affirmative votes cast remotely will be treated as votes in favour of the proposal.
(ii) the votes corresponding to shares the holders of or representatives for which state that they vote against, by communication or statement of their vote to the notary at the Meeting, for reflection in the minutes, as well as negative votes cast remotely will be treated as votes against the proposal.

b) When dealing with resolutions proposed other than by the Board of Directors, on matters included on the agenda:

(i) the votes corresponding to all shares physically present at the Meeting and represented (absent other instructions from the represented shareholder), plus negative votes cast remotely will be treated as votes against the proposal.
(ii) the votes corresponding to shares the holders of or proxies for which state that they vote in favour, by communication or statement of their vote to the notary at the Meeting, for reflection in the minutes, plus affirmative votes cast remotely will be treated as votes in favour of the proposal.

c) In the case of proposed resolutions regarding matters not included on the agenda, the same scheme as established in b) above (excluding the reference to votes cast remotely) will be used.

7. Blank votes and abstentions also must be communicated to the notary for reflection in the minutes.

8. However, by decision of the Meeting Officers, other voting schemes may be established for the adoption of resolutions that allow evidencing the sense of votes and reflection of the results of voting in the minutes.

9. In any event, the proposed resolutions prepared by the Board of Directors will be voted on first. Once a proposed resolution is approved, the others in respect of to the same matter will fail, without, therefore, proceeding to vote on them.

10. Division of votes will be permitted so that entities having status as shareholders, by virtue of the share registry records, that act on behalf of multiple persons may, in any event, cast votes in different senses, in compliance with differing voting instructions, if they have received them. In particular, division of votes will be permitted by a custodian of shares issued by the Company within the framework of a programme of American Depositary Shares (ADS) represented by American Depositary Receipts (ADRs).”

“Article 21. Scheme for Adoption of Resolutions
1. The General Meeting, whether ordinary or extraordinary, will adopt its resolutions with the majorities of votes present in person or by proxy as required by the Articles of Association or by law. Each share with a right to vote, present in person or by proxy at the General Meeting, gives the right to one vote.

2. Corporate resolutions will be adopted by simple majority of the votes of shareholders present at the Meeting in person or by proxy, a resolution being understood to have been adopted when it obtains more favourable than unfavourable votes.

3. Without prejudice to the provisions of law, the favourable vote of the absolute majority of the voting shares present in person or by proxy at the General Meeting of shareholders will be required if the capital present in person or by proxy is more than fifty percent (50%), or the favourable vote of two thirds of the capital present in person or by proxy at the Meeting when, on second call, shareholders are present that represent twenty-five percent (25%) or more of the subscribed voting capital without reaching fifty percent (50%), for approval of the following matters:

e) Articles amendments, including increase or reduction of capital, unless the law otherwise provides.
f) Issuance of bonds.
g) Transformation, merger or splitup in any of their forms, as well as bulk assignment of assets and liabilities and transfer of the Company's registered office abroad.
h) Disapplication or limitation of pre-emption rights for new shares.”

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