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.”
“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”.
“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.”
“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.”
“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.”
“All General Shareholders’ Meetings shall be called within the time periods and in the manner set forth in the Law, the Bylaws and the General Shareholders’ Meeting Regulation.
The notice of meeting shall state the Company’s name, the place, date and time that the meeting is to be held, the agenda listing the items to be discussed, the office or offices held by the person or persons convening the meeting and other legally required mentions.
Shareholders representing a minimum of 5% percent of the total share capital may request that a supplement to the notice of an Ordinary Shareholders Meeting be issued to include one or more additional items on the agenda, provided that the new items are accompanied by the pertinent reasoning or a reasoned proposal for decision. This right cannot be exercised in connection with a call for an extraordinary general meeting. This right shall be exercised through a notice issued by any reliable means, received at the company’s registered offices within five days following publication of the initial notice of meeting. The supplement to the notice of meeting must be published at least fifteen days prior to the date on which the meeting is to be held.
Within the same term stipulated in the preceding paragraph, shareholders representing at least 5% of share capital may submit grounded proposals for decision on items that are already included or that need to be included on the agenda for the general meeting that has been called. The Company must ensure disclosure of those proposals for decision and any attached documents to all the shareholders, in accordance with the provisions of article 19 of the Companies Act and with the General Shareholders’ Meeting Regulation.
Prior to or during the meeting, shareholders may request the reports, documents or clarification that they deem warranted, as provided in the Law.
Nevertheless, the meeting shall be deemed to have been validly convened and called to order to discuss any matter, provided that shareholders representing all of the share capital are present and the attendees unanimously agree to hold the meeting, pursuant to Article 178 of the Companies Act.”
"Article 5. Publication of the Notice of Meeting.
5.1. Both the Ordinary and Extraordinary General Meetings shall be called by the Board of Directors by means of an announcement published in in at least the following: a) The Official Bulletin of the Commercial Registry or a leading daily newspaper in Spain, b) The Spanish Securities Market Commission’s website and c) The website of the Company.
General meetings must be convened at least one month before the date they are to be held. The announcement is to state the date, as applicable, on which the Meeting will be held at second call, as appropriate. In this case, there shall be a period of at least 24 hours between the first and the second meeting.
Shareholders representing a minimum of five percent of the total share capital may request that a supplement to the Notice of an Ordinary General Meeting be issued including one or more additional items on the agenda, provided that the new items are accompanied by the pertinent reasoning or a reasoned proposal for decision. This right cannot be exercised in connection with a call for an extraordinary general meeting.
This right must be exercised by means of certified notice received at the company’s registered offices within five days following publication of the Notice of Meeting. The supplement to the Notice of Meeting must be published at least fifteen days prior to the date on which the meeting is to be held.
5.2 Within the same term stipulated in section 5.1 above, shareholders representing at least 5% of share capital may submit grounded proposals for decision on items that are already included or that need to be included on the agenda for the general meeting that has been called. The Company must ensure disclosure of those proposals for decision and any attached documents to all the shareholders, in accordance with the provisions of article 6.6 of these Regulations.
5.3. The announcement of the meeting shall state the company´s name, the place, date and time of the meeting of the first call, and as appropriate, of the second one. It shall furthermore contain the agenda for the meeting listing the items to be discussed, the office or offices held by the person or persons convening the meeting, and must state the deadline by which shareholders must have shares registered in their name, to be able to attend and vote at the general meeting, and the other requirements demanded by the Law, the Bylaws and these Regulations.
The announcement for the call for the General Meeting shall state the right that corresponds to the shareholders, from the date of the publication thereof, immediately and free of charge, to obtain the documentation required by the Law and the Bylaws and the address of the company’s website where the information will be available.
It shall likewise include the necessary data regarding the Shareholders’ Service Office, and state the telephone numbers, electronic mail address, offices and timetable for opening hours.
Likewise, the announcement must also clearly and accurately set out the formalities that shareholders must perform to be able to attend and vote at the general meeting, including particularly the requirements demanded by article 517 of the Companies Act.”
“Article 6. Shareholders’ right to information prior to the holding of the Meeting.
6.1. The shareholders are able, by means of a written communication, to request information or clarifications from the directors up to seven days prior to the holding of the Meeting, or to ask questions about the business contained on the agenda and concerning the information accessible to the public that may have been furnished by the Company to the Spanish Securities and Exchange Commission from the holding of the last General Meeting and concerning the auditor´s report.
6.2. The information requested in conformity with the terms of this article shall be provided to the requesting party by the Board of Directors or, by means of delegation from the same, by any of its members empowered to such effect or by its Secretary. The information shall be submitted in writing, within the period that runs to the day of the holding of the General Meeting, through the Shareholders’ Service Office.
6.3. Nevertheless, it shall be possible to refuse to provide the information requested in the cases covered by article 19.3 of these Regulations.
6.4. The requesting party shall substantiate its identity in the case of a written information request, by means of a photocopy of his National Identification Document or Passport and – if legal persons are concerned – a document that sufficiently substantiates the representation thereof.
Furthermore, the requesting party shall accredit his status as shareholder or provide the sufficient data (number of shares, recipient entity, etc.), so that these can be verified by the Company.
6.5. In the case of the right to information being exercised by means of electronic correspondence or another form of telematics communication, a similar procedure shall be used to that laid down in article 11.2 of these Regulations and the identity of the shareholders shall be accredited in accordance with the same requirements as set out in the aforesaid article 11.2.
6.6. From the date of publication of the announcement of the call, and until that general meeting is held, the web page of the Company shall feature continuously –in addition to any other mandatory documents, the following:
a) the announcement of the call
b) the total number of shares and voting rights on the date of the call for the general meeting, broken down by share class, if any.
c) the documents to be submitted to the general meeting, particularly the directors’ report, auditor’s report and independent expert’s report.
d) the full texts of the proposals for decision, or failing such texts, a report by the governing bodies detailing each of the items on the agenda. Any proposals for decision submitted by shareholders will also be included as they are received.
e) the forms to be used for voting by proxy and remote voting.
The documentation provided in the preceding paragraphs c), d) and e) shall also be forwarded to the Spanish Securities and Exchange Commission.
The publication of the proposals of resolutions shall not exclude the amendment thereof prior to the General Meeting, if this is legally possible.
6.7. On occasion of the convening of the General Shareholders Meeting, as foreseen in Law and in the terms in which it is developed technically and legally, the website must include a shareholders’ electronic forum, accessible by individual shareholders and any voluntary associations established by them, designed to facilitate their communication prior to general meetings. The forum may include motions to be tabled in addition to the agenda announced in the meeting notice, requests for support for such motions, initiatives to gain sufficient percentage to exercise the minority voting right established by law, as well as offers or requests for voluntary representation. The Board of Directors must determine the rules governing at all times, the Forum enabled the general meeting, which will be publicized on the website.”
“Article 19. Request for Information during the General Meeting
19.1. During their turns to speak shareholders may orally request any information or clarification that they deem warranted concerning the items on the agenda and also regarding the publicly available information that the Company has submitted to the Spanish Securities Market Commission since the most recent general meeting and regarding the auditor’s report.
19.2. Directors shall be obliged to provide the requested information, unless it is not available during the meeting, in which case directors shall be obliged to provide that information in writing with seven days following the end of the Meeting, without prejudice to the provisions of the following paragraph.
19.3. Information need not be provided when publicizing information requested by the shareholders may be harmful to the Company’s interests. However, information may not be denied for that reason when the request is supported by shareholders representing at least twenty-five per cent of share capital.
Likewise, directors will not be obliged to answer specific questions from shareholders where the information requested was clearly and directly available in advance to all shareholders on the company’s website in a question and answer format.
19.4. Information or clarification requested from directors shall be provided by the Chairman, the Chief Executive Officer, the Secretary, or if the Chairman so requests, from a director, the chairman of the Audit Committee or any employee or expert in the matter.
19.5. The Chairman shall decide the order of the responses to shareholders’ requests, and whether responses will be offered after each turn to speak or together, after the last speaker has finished. Shareholders shall not have rebuttal rights, unless the Chairman decides to grant them based on the importance of the matter.”