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Right of Information

ARTICLE 197 OF THE SPANISH COMPANIES LAW:

1. “The shareholders may request from the directors, regarding the matters on the agenda, such information or clarifications as they deem necessary, or formulate in writing the questions they deem fit, until the seventh day before the scheduled meeting date.
The directors will be required to provide the information in writing until the day the general meeting is held.

2. During the holding of the general meeting, the shareholders of the company may orally request such information or clarifications as they deem fit regarding the items included on the agenda. If the shareholder’s right cannot be satisfied at that time, the directors will be required to provide that information in writing within seven days after the conclusion of the general meeting.

3. The directors will he required to provide the information requested under the preceding two subsections, unless, in the judgment of the chairman, disclosure thereof would be harmful to the company's interests.

4. Information cannot be refused if the request is supported by shareholders representing at least twenty-five percent of capital. The articles may specify a lower percentage, provided that it is more than five percent of the share capital.”

ARTICLE 272, 2ND PARAGRAPH, OF THE SPANISH COMPANIES LAW:

“After the General Shareholders’ Meeting has been called, any shareholder may obtain from the Company the documents that will be submitted for approval at the meeting, immediately and free-of-charge, as well as the management report and the auditors’ report, if pertinent. This right shall be included in the notice for the meeting”.

ARTICLE 518 OF THE SPANISH COMPANIES LAW, ESTABLISHES THAT:

“From publication of the notice of call to the holding of the general meeting, the company must, on an uninterrupted basis, publish at least the following information on its website:

a) The notice of call.
b) The total number of shares and voting rights on the date of the call, broken down by classes of shares, if any.
c) The documents that must be presented to the general meeting, in particular the reports of directors, statutory auditors and independent experts.
d) The complete texts of the proposed resolutions regarding each and every one of the points on the agenda or, as regards those points that are of a merely informative nature, a report of the competent bodies, commenting on each of those points. To the extent they been received, proposed resolutions presented by shareholders also will be included.
e) In the event of appointment, ratification or re-election of members of the board of directors, the identity, curriculum vitae and category to which each of them belongs, as well as the proposal and reports referred to in section 529 decies. In the case of a legal person, the information must include information on the individual that is to be appointed for permanent exercise of the functions inherent in the position.
f) The forms that must be used for proxy and remote voting, unless they are sent directly by the company to each shareholder. If they cannot be published on the website for technical reasons, the company must indicate on the website how paper versions of the forms are to be obtained, which it must send to all shareholders so requesting.”

ARTICLE 520 OF THE SPANISH COMPANIES LAW, ESTABLISHES THAT:

1. “Exercise of the right of information of shareholders will be governed by the provisions of section 197, although requests for information or clarifications or written statement of questions may be made until the fifth day prior to the day set for holding the meeting. In addition, the shareholders, in writing within the same term or verbally during the holding the meeting, may request of the directors such clarifications as they deem to be necessary regarding the information accessible to the public that the company has provided to the National Securities Market Commission since the holding of the last general meeting, and regarding the auditor's report.

2. Valid requests for information or clarification or questions made in writing, and the directors’ answers provided in writing, will be included on the company’s website.

3. When, prior to the formulation of a specific question, the information requested is available in a clear, express and direct manner to all shareholders on the company's website in a question-and-answer format, the directors may limit their answer to remitting to the information provided in that format.”

ARTICLE 539, 1ST AND 2ND PARAGRAPHS, OF THE SPANISH COMPANIES LAW ESTABLISHES THAT:

1. “Listed public limited companies must comply with the reporting obligations using any technical, computer or online means, without prejudice to the right of shareholders to request the information in printed form.

2. A listed public company must have a webpage to allow exercise by shareholders of the right to information, and to disseminate the relevant information required by the securities market legislation. Also, listed public limited companies on that website will publish the average term for payment to their suppliers and, if applicable, the measures referred to in the last paragraph of section 262.1.

On the company's webpage there must be an electronic shareholder forum, to which both individual shareholders and such voluntary associations thereof as may be formed may have appropriately secure access, to facilitate their communication prior to the holding of general meetings. Proposals intended to be presented as supplements to the agenda announced in the call may be published on the forum, as may requests for support for those proposals, initiatives to achieve a sufficient percentage to exercise the minority rights contemplated by Law, and offers or solicitations of voluntary proxies.”

ARTICLE 15 OF THE COMPANY’S BY-LAWS PROVIDES THAT:

1. “Every General Meeting will be called at the time and in the manner determined by law, the Articles and the General Shareholders Meeting Regulation.
2. The call will include references to the Company, the place, day and time of the meeting, the agenda including the matters to be considered, the position of the person or persons making the call and the other legally-required references.
3. Shareholders representing at least three percent (3%) of capital may request the publication of a supplement to the call of the Ordinary General Meeting including one or more points on the agenda, provided that the new points are accompanied by a explanation or, if applicable, an explained proposed resolution. That right may in no case be exercised in respect of the call of an Extraordinary General Meeting. Exercise of this right must be by certifiable notice, which must be received at the registered office within the five (5) days following publication of the call. The supplement to the call must be published at least fifteen (15) days before the scheduled Meeting date.
4. Shareholders representing at least three percent (3%) of capital may, within the same term as indicated in the preceding subsection, present supported proposed resolutions regarding matters already on or that should be on the agenda for the Meeting called. The Company will see to dissemination of these proposed resolutions and such documentation as may be attached thereto to the other shareholders, in accordance with the provisions of law and the General Meeting Regulation.
5. The shareholders prior to or during the meeting may request such reports, documents and clarifications as they deem to be necessary, in accordance with the provisions of law.”

THE REGULATIONS OF THE GENERAL SHAREHOLDERS MEETING OF THE COMPANY PROVIDE AS FOLLOWS:

“Article 5. Publication of Call.

1. The General Meetings, both Ordinary and Extraordinary, must be called by the Board of Directors by notice published in at least the following media: a) the Official Commercial Registry Gazette or one of the newspapers of broad circulation in Spain, b) the website of the National Securities Market Commission and c) the Company's website.
There must be a term of at least one month between the call and the date contemplated for holding the meeting. The date, if any, when the Meeting will be held on second call will be stated in the call. In this case, between the first and second meeting there must be a term of at least twenty-four (24) hours.
2. Shareholders representing at least three percent (3%) of capital may request the publication of a supplement to the call of the ordinary General Meeting, including one or more points on the agenda, provided that the new points are accompanied by an explanation or, if applicable, an explained proposed resolution. That right may in no case be exercised in respect of the call of Extraordinary General Meetings. Exercise of this right must be by certifiable notice, which must be received at the registered office within the five (5) days following publication of the call. The supplement to the call must be published at least fifteen (15) days before the scheduled Meeting date.
3. Shareholders representing at least three percent (3%) of capital may, within the same term as indicated in section 2 above, present supported proposed resolutions regarding matters already included or that should be included on the agenda for the Meeting called. The Company will see to dissemination of these proposed resolutions and such documentation as may be attached thereto to the other shareholders, in accordance with the provisions of article 6.6 of this Regulation.
4. The notice of call will state the name of the Company, the place, date and time of the meeting on first and, if applicable, on second call, the agenda for the meeting (which will include the matters to be considered), the position of the person or persons issuing the call, the date a shareholder must have shares registered in its name in order to be able to participate and vote in the General Meeting, and the other requirements imposed by law, the Articles and this Regulation.
5. The notice of call of the General Meeting will state the right of the shareholders to obtain, from the date of its publication, immediately and without charge, the documentation required by law and the Articles of Association, and the address of the Company's website on which the information will be available.
It also will include the necessary details on the Shareholder Services Office, indicating the telephone numbers, email address, offices and hours they are open.
In addition, the notice will contain clear and accurate information on the steps shareholders must take to participate and cast votes in the General Meeting, in particular including the matters contemplated in the applicable regulations regarding procedures for remote or proxy voting.”

“Article 6. Shareholders' Right to Information Prior to Meeting.

1. The shareholders, in writing, until the fifth (5th) day prior to the day set for the Meeting, may request information or clarifications, or pose questions regarding the matters included on the agenda and the public information provided by the Company to the National Securities Market Commission since the holding of the most recent General Meeting, and regarding the auditor's report.
Valid requests for information or clarification or questions made in writing, and the Directors’ answers provided in writing, will be included on the Company’s website.
2. The information requested pursuant to the provisions of this article will be provided to the one requesting it by the Board of Directors or, by its delegation, by any of its members authorised to do so, by the Chief Executive Officer, by Its Secretary or by any employee or expert in the subject matter. The information will be provided in writing, within the term up to the day the General Meeting is held, through the Shareholder Services Office.
Nonetheless, the information requested may be denied in the cases contemplated in article 19.3 of this Regulation.
3. The person making the request must prove his identity in the case of a written request by means of a photocopy of his National Identity Document or Passport and, in the case of legal persons, a document that sufficiently proves his representative capacity.
In addition the person making the request must prove his status as a shareholder or provide sufficient details (number of shares, custodian, etc.) to allow verification by the Company.
4. If the right to information is exercised by way of electronic correspondence or other online means of communication, a procedure similar to the one contemplated in article 11.2 of this Regulation will be used and the identity of the shareholder will be shown subject to the same requirements as established in the aforesaid article 11.2.
5. From the date of publication of the notice of call until the General Meeting is held, the following will be included on the Company's website, without interruption, in addition to any other required documentation:

a) The notice of call.
b) The total number of shares and voting rights on the date of the call, broken down by classes of shares, if any.
c) The documents that must be presented to the General Meeting, in particular the reports of administrators, statutory auditors and independent experts.
d) The complete texts of the proposed resolutions regarding each and every one of the points on the agenda or, as regards those points that are of a merely informative nature, a report of the competent bodies, commenting on each of those points. To the extent they been received, proposed resolutions presented by shareholders also will be included.
e) In the event of appointment, ratification or re-election of members of the Board of Directors, the identity, résumé and category to which each of them belongs, as well as the required proposals and reports of the Appointment and Remuneration Committee. In the case of a legal person, the information must include information on the individual that is to be appointed for permanent exercise of the functions inherent in the position.
f) The forms that must be used for proxy and remote voting.
The documentation contemplated in a), c), d) and e) above also will be communicated to the National Securities Market Commission.
The publication of the proposed resolutions will not exclude their modification prior to the General Meeting, if legally possible.

6. Upon call of the General Meeting, to the extent provided by applicable legislation, and on the terms upon which the legislation is technically and legally developed, on the Company's website there will be an Electronic Shareholder Forum, which may be accessed with the due guarantees by both individual shareholders and such voluntary associations as may be established, in order to facilitate their communication prior to the holding of General Meetings. Any supplementary proposals to the agenda announced in the notice of the general meeting may be posted on the Forum, together with requests for support for such proposals, initiatives to reach the percentage required to exercise statutory non-controlling shareholder rights and any offers or requests to act as a voluntary proxy. The Board of Directors of the Company will set the rules that from time to time will govern the functioning of the Forum established for the General Meeting, which will be publicised on the website.”

“Article 19. Request for Information during General Meeting

1. When it is their turn to speak, shareholders may verbally request such information or clarifications as they deem to be appropriate regarding the matters on the agenda as well as on the information available to the public that has been provided by the company to the National Securities Market Commission since the last General Meeting, and on the auditor’s report.
2. The administrators will be required to provide the requested information, unless it is not available at the Meeting, in which case the administrators will be required to provide the information in writing within the seven (7) days following the end of the Meeting, without prejudice to the provisions of the following section.
3. Information need not be delivered when it is not necessary for the protection of the rights of the shareholder, or there are objective reasons to believe that it could be used other than for corporate purposes, or its disclosure would harm the Company or related companies. The request for information may not be refused for this reason if it is supported by shareholders representing at least twenty-five per cent (25%) of capital.
Also, when, prior to the request, the information requested is available in a clear, express and direct manner to all shareholders on the Company's website in question and answer format, the administrators may limit their answer to remitting to the information provided in that format.
4. The information or clarification requested of members of the Board will be provided by the Chairman, by the Chief Executive Officer, by the Secretary or, on direction of the Chairman, by a Director, by the Chairman of the Audit Committee or by any employee or expert in the subject matter.
5. The Chairman will decide the order of responses to shareholders and whether they will be given after each presentation, or collectively after the last of the presentations. Shareholders have no right of reply, unless the Chairman grants it based on the importance of the matter.”

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Pilar Gil

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