Voting Right

• Section 189 (Special provisions on the right of attendance and voting rights in public limited companies) of Spanish Companies Act, provides that:

“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 193 (Quorum in public limited companies) of Spanish Companies Act, provides that:

“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, provides that:

“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 201 (Majorities) of Spanish Companies Act, provides that:

“1. In public limited companies, corporate decisions must be adopted by a majority of the votes of the shareholders present in person or by proxy.

2. Adoption of the decisions referred to in section 194 requires a two-thirds majority of the share capital present or represented at the meeting when, at second call, at least 25% but less than 50% of the subscribed capital with voting rights is present.

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

• 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.”

“1. A financial services entity, in its capacity as professional financial intermediary, may exercise voting rights in a listed public limited company on behalf of its client, whether individual or legal entity, where that client confers the status of proxy on that entity.

2. In the case provided for in this Section, a financial intermediary may cast differing votes for its clients in compliance with any differing voting instructions that it may have received. To that end, it must advise the issuing company, in the terms provided for in paragraph 4 of this Section, as to how it will cast its vote.

3. The financial intermediary may delegate the vote to a third party designated by the client and no restriction may be placed on the number of delegations conferred except as provided in the by-laws.

4. Intermediaries who are appointed as proxies must give notice to the issuing company within the seven days preceding the date for which the General Meeting has been called stating the identity of each client, the number of shares whose voting rights they will exercise on behalf of those clients, and the voting instructions that the intermediary has received, if any.”

• Section 525 (Outcome of voting) of Spanish Companies Act, provides that:

“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, provides that:

“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.”

• Article 15 of the Company’s Bylaws establishes that:

“a) Place. Meetings shall be held at the venue indicated in the notice within the city in which the Company has its registered offices or elsewhere, on the stipulated day and time, unless it is a Universal Meeting.

b) All shareholders holding a minimum of 60 shares, registered on the corresponding stock ledger five days prior to the meeting, and who have obtained the corresponding attendance card may attend a General Meeting.

The Board of Directors shall attend the meeting. The Chairman of a General Meeting may authorize the attendance of any person he deems warranted; however shareholders at the meeting may revoke that authorization.

c) Proxies: Shareholders may authorize another shareholder to act for them as proxies, complying with the requisites and formalities required in these Bylaws, the General Shareholders’ Meeting Regulation and the Law. Grant of proxy shall be valid for a specific General Shareholders’ Meeting. This requisite shall not apply when the proxy holds a notarized power of attorney to manage all of the shareholder’s assets located in Spain. Grant of proxy must be indicated in writing on the attendance card provided with the notice of meeting, in a letter, or by any electronic means of communication. In that case, the requisites for electronic voting shall be applicable, provided it is not incompatible with the type of proxy.

d) Quorum. Without prejudice to the procedures set forth in the Law for special cases, a General Shareholders’ Meeting may be held on the initial date and time stated in the notice when shareholders or proxies representing at least 25% of the subscribed shares having voting rights are present. On the second date and time stated in the notice, a General Shareholders’ Meeting may be validly held regardless of capital in attendance.

e) Chairing the meeting. The Chairman of the Board of Directors shall chair shareholders meetings and, in his absence, the Vice Chairman, if any, shall preside and, in the absence of both of them, the director who is present and has the most seniority. In the absence of all of the foregoing, the shareholders shall designate a shareholder to preside at the meeting.

The person presiding at the meeting shall submit all items on the agenda for deliberation and shall direct the debates so that the meeting transpires in an orderly fashion. In that regard he shall enjoy the appropriate powers of order and discipline.

The person presiding at the meeting shall be assisted by a secretary, who shall be the Secretary to the Board of Directors or, if absent, the Deputy Secretary to the Board, if any, and if not, a person designated by the shareholders at the meeting.

The Presiding Board shall consist of the person presiding at the meeting, the secretary and all other members of the Board of Directors in attendance.

f) Voting by mail or electronic means. Shareholders may vote by post or by electronic means on the proposed resolutions appearing as items on the Agenda at any type of shareholder meeting. The identity of the party exercising voting rights must be ensured in accordance with the requirements set forth in the General Shareholders’ Meeting Regulation. Electronic votes shall be cast using a recognized electronic signature or any type of guarantee that the Board of Directors deems appropriate to ensure the authenticity and identification of the shareholder exercising his voting rights. Shareholders using distance voting shall be deemed present when determining whether a quorum for the meeting exists. Votes cast using such methods must have been received at the Company’s registered offices at least twenty-four hours prior to the initial day and time on which the meeting is to be held. If not, the vote shall be deemed as not having been cast. The Board of Directors may set an earlier deadline on the notice announcing the shareholders’ meeting.

The Board of Directors is empowered to implement the foregoing provisions, setting forth the appropriate rules, means and procedures according to available technology, in order to enable voting and appointment of proxies by electronic means. Specifically, among others, the Board of Directors may regulate the use of guarantees other than electronic signatures in the casting of electronic votes.

The rules implemented by the Board of Directors pursuant to this section shall be published on the company webpage.

g) Voting. The person presiding at the meeting shall announce the voting results, summarizing the number of votes in favor and against the proposed resolution by reading the results aloud.

The General Shareholders’ Meeting Regulation shall set forth the procedures and systems for counting the votes cast on the proposed resolutions.

h) Resolutions. Resolutions shall be adopted by vote of the majority of shares represented as required in these Bylaws or in the Capital Corporations Act. Each share having voting rights, present or represented by proxy at the General Meeting, shall be entitled to one vote.

The adoption of resolutions shall require the favorable vote of half plus one of the shares having voting rights, present or represented by proxy at the General Meeting, except in the cases in which these Bylaws or the Law require a reinforced majority.

Article 15 bis of the Company’s Bylaws establishes that:

“Except as provided in the Law, a favorable vote of 75% percent of the shares having voting rights, present or represented by proxy at a General Meeting shall be required to adopt resolutions concerning the following matters:

a) Amendments to the Bylaws including, among others, change of business purpose and capital increases or reductions, unless such operations are required by law.

b) A corporate conversion, merger or spin-off of any type, as well as the assignment of all corporate assets and liabilities.

c) Dissolution and liquidation of the Company.

d) Exclusion of pre-emptive subscription rights in capital increases for cash.

e) Changes in the Board of Directors.

f) Appointment of members of the Board at the Shareholders’ Meeting, except for candidates proposed by the Board of Directors.”

• The Company’s General Shareholders’ Meeting regulations establish the following:

“Article 7. Right of Attendance

7.1. The Shareholders’ General Meetings that the Company holds may be attended by those who hold at least 60 shares, on the condition that such persons are entered in the corresponding accounting records at least five days prior to the day on which the Meeting is held, and this record is maintained until the Meeting is held.

The holders of a smaller number of shares may group themselves together to make up 60 shares, appointing a representative thereof.

7.2. In order to exercise his right of attendance, the shareholder shall be authorised beforehand by means of the corresponding attendance card issued by any of the entities participating in Iberclear, or in any other form accepted by the law in force.

7.3. The Board of Directors shall attend the General Meeting, and the Directors, Managers and Technical Staff of the Company and its participated companies may also attend, together with any other person whose attendance is authorised by the Chairman of the Board, without prejudice to the right of the Meeting to revoke said authorisation.

Nevertheless, the attendance of the Board of Directors shall not be necessary for the valid establishing of the Meeting.

7.4. For the purposes of substantiating the identity of the shareholders, or whoever may validly represent them, a request may be made for the presentation of the attendance card along with the National Identity Document or any other generally accepted official document at the entrance to the premises where the General Meeting is held

The legal persons shall act by means of whoever legally exercises their representation, that shall be accredited.”

“Article 8. Representation

8.1. Shareholders may authorize another shareholder to act on their behalf as a proxy. Grant of proxy shall be valid for a specific meeting. This requisite shall not apply when the proxy holds a notarized power of attorney to manage all of the shareholder’s assets located in Spain. Grant of proxy shall be indicated on the attendance card provided with the notice of meeting, in a letter, and in any case, shall bear the grantor’s signature.

8.2. The proxy form shall contain or have annexed thereto the agenda for the meeting, as well as the request for voting instructions and an indication as to how the proxy shall vote, in the event that precise instructions are not provided. If proxy has been validly granted pursuant to the Law and this Regulation but does not include instructions as to how to vote or there are doubts as to the scope of the proxy granted, it will be understood that the proxy’s powers (i) extend to all items on the agenda of the General meeting, (ii) the vote is intended to be favorable with respect to all proposals set forth by the Board of Directors and (iii) this shall likewise extend to any off-agenda items that may arise, with respect to which the proxy shall vote in the manner deemed most favorable to the interests of the shareholder he represents.

8.3. Proxy granted to persons ineligible to exercise this right pursuant to the Law shall be invalid and have no effect.

8.4. Proxy may also be granted by electronic means of distance communication according to the procedures set forth in Article 11.2. of this Regulation, provided that they are not incompatible with the type of proxy, and the shareholders’ identity shall be verified with the same requisites provided in the aforementioned Article 11.2., the term set forth in Article 11.3. of this Regulation for the valid receipt of the proxy card likewise being applicable.

8.5. Proxy may always be revoked, and will be considered to have been so if a shareholder who has granted proxy attends a meeting in person.

8.6. The Board of Directors is empowered to implement the foregoing provisions, setting forth the appropriate rules, means and procedures according to available technology, in order to enable proxy to be granted electronically, and adjusting them when warranted to any norms that may be issued in that regard.

Specifically, the Board of Directors may (i) regulate the use of guarantees with respect to electronic signatures for granting proxy through electronic correspondence and (ii) set an earlier deadline for receiving proxies granted by mail or electronically.

8.7. The person presiding at the meeting and the secretary of the Shareholder’s Meeting shall have broad powers to judge the validity of the documents or means used for authorizing proxies.”

“Article 9. Public request for representation.

9.1. Proxy solicitations shall in all instances conform to the provisions of the Capital Corporations Act and all other applicable legislation.

9.2. In the event that the directors or other persons have issued a proxy solicitation, the director who is granted proxy may not vote the proxy shares on those items on the agenda in which he has a conflict of interests and, in any case, with respect to the following decisions:

i) His appointment or ratification of his appointment to the Board of Directors.

ii) His dismissal, expulsion or removal from the Board of Directors.

iii) A derivative suit against him.

iv) The approval or ratification, when warranted, of related-party transactions between the Company and the director in question, or with companies he controls or represents, or with persons acting on his behalf.

In these cases, the director who has been granted proxy may designate another director or a third party who does not have a conflict of interests to exercise his proxy, unless the shareholder granting proxy has prohibited such substitution or has designated an alternate proxy in the event of a conflict of interests to replace the initial proxy holder.

Grant of proxy may also include voting on items not appearing on the agenda of the notice of meeting and which are discussed at the Meeting, as provided in the Law, in which case the provisions set forth in the preceding paragraph shall be applicable.

“Article 10. Exercising of the vote by post or electronic means.

Voting on the proposals on points covered on the agenda at any class of General Meeting can be exercised by a shareholder by postal correspondence or by electronic means, provided that the identity of the person who exercises the vote is duly guaranteed, in line with the requirements set out in article 11 of these Regulations.

"Article 11. Formal requirements and time periods for the postal voting or voting by electronic means.

11.1. Voting by post:

a) To vote by post shareholders shall fill out and sign a standardized form provided for that purpose by the Company, which shall include the information needed to verify that the voter is indeed a shareholder, for which the shareholder’s signature shall be notarized, authenticated by an Iberclear depository institution, or verified by any other means that the Board of Directors deems sufficient. In the case of corporate shareholders, a document evidencing the signatory’s authority to represent the company shall be annexed to the form.

b) This form shall be made available on the Company’s web page from the date of publication of the notice of meeting. Likewise, from the date of publication of the notice of meeting shareholders who wish to do so may request that the Company’s Shareholder Relations Office send them the form by post.

c) Shareholders shall send the duly filled-out form to the Company, to be processed and counted.

11.2. Voting by electronic means of distance communication:

a) To vote by electronic means of distance communication, shareholders shall fill out a standardized form provided by the Company for that purpose, which shall include the information necessary to verify that the voter is indeed a shareholder.

b) The form shall be made available on the Company’s web page from the date of publication of the notice of meeting.

c) Shareholders shall send the duly filled-out form to the Company, to be processed and counted, by means of an electronic document including the shareholders’ recognized electronic signature or any other type of electronic signature which, according to available technology and applicable legislation at any given time, the Board of Directors has deemed in a previously adopted resolution as sufficient to guarantee the authenticity of the signature and identity of the shareholder who is exercising his voting rights.

11.3. Votes cast by any of the methods set forth in sections 11.1 and 11.2 above must be received at the Company’s registered offices at least 24 hours prior to initial time that the meeting is to be held; otherwise, the vote shall be deemed as not having been cast. The Board of Directors may set an earlier deadline on the notice announcing the shareholders’ meeting.

11.4. It is the duty of shareholders to verify, if applicable, that the Company has received their votes before the established deadline and that all requisites in that regard have been met.

11.5. A shareholder’s casting of a vote by distance means shall revoke any prior proxies granted, and proxies granted thereafter shall be deemed void. Votes cast by distance means shall be deemed void if the shares entitling the shareholder to vote have been transferred and the transfer has been entered on the stock ledger at least five days prior to the meeting and the new shareholder exercises his voting rights.

11.6. The Board of Directors is empowered to implement the foregoing provisions, setting forth the appropriate rules, means and procedures according to available technology, in order to enable voting and appointment of proxies by electronic means, complying with any norms that may be issued in that regard and the provisions of the Bylaws.

Specifically, the Board of Directors may (i) regulate the use of guarantees other than electronic signatures in the casting of electronic votes and (ii) set an earlier date than the one announced on the notice of meeting for receiving at the Company votes cast by post or electronically.

In any event, the Board of Directors shall adopt the appropriate measures to prevent possible duplicates and to ensure that the person voting or granting proxy by post or electronically is duly authorized to do so pursuant to the provisions of the Bylaws and this Regulation.

The rules implemented by the Board of Directors pursuant to this section shall be published on the company webpage.”

“Article 20. Voting

20.1. Once the shareholders have finished their interventions and the requested information has been provided pursuant to this Regulation, the proposed resolutions appearing as items on the agenda or other resolutions that are not legally required to appear on the agenda shall be put to a vote.

20.2. The Chairman may decide to omit, summarize or extract the Secretary’s reading aloud of the proposed resolutions, unless there is express opposition to doing so on the part of shareholders representing at least 1% of share capital.

20.3. Nevertheless, the complete text of the proposals must be read aloud if they have not been made available to shareholders at least fifteen days before the date on which the Meeting is held, in the terms provided for in this Regulation.

20.4. In the event that any of the proposals made available to shareholders has been amended by the Board of Directors, the amended text must be read aloud before voting on the proposal.

20.5. With respect to votes cast during the Meeting, proposals shall be voted according to the following procedure:

a) With respect to proposed resolutions put forth by the Board of Directors concerning items on the agenda:

(i) votes corresponding to all shares physically present at the Meeting or represented by proxy (unless the proxy grantor instructs otherwise) plus all affirmative distance votes cast shall be deemed to be votes in favor.

(ii) votes corresponding to shares whose shareholders or proxies indicate that they wish to vote against by communicating or expressing their votes to the Notary during the Meeting, so that they may be reflected on the minutes, as well as all negative distance votes cast shall be deemed to be votes against

b) With respect to proposed resolutions other than those put forth by the Board of Directors concerning items on the agenda:

(i) votes corresponding to all shares physically present at the Meeting or represented by proxy (unless the proxy grantor instructs otherwise) plus all negative distance votes cast shall be deemed to be votes against

(ii) votes corresponding to shares whose shareholders or proxies indicate that they wish to vote in favor by communicating or expressing their votes to the Notary during the Meeting, so that they may be reflected on the minutes, as well as all affirmative distance votes cast shall be deemed to be votes in favor

c) With respect to proposed resolutions not included on the agenda, the procedure set forth in section b) above will be followed, (excluding the reference to distance voting).

20.6. The Notary shall likewise be notified of blank votes or abstentions, so that they may be reflected in the minutes.

20.7. The foregoing notwithstanding, the Presiding Board may determine to use other voting systems for the adoption of resolutions provided that they clearly distinguish votes in favor and against, and the results can be duly reflected in the minutes.

20.8. In any event, proposed resolutions put forth by the Board of Directors will be voted on first and, if adopted, all other proposals concerning the same matter shall be dropped and not put to a vote.

20.9. Split voting shall be permitted so that those who appear as shareholders on the shareholder ledger but who act as proxies may cast their votes according to instructions received from the proxy grantor. In that regard, split voting will be permitted for depositaries of shares issued by the Company within the framework of the American Depositary Shares (ADS) program represented as American Depositary Receipts (ADRs).”