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 10.- Place of Meeting

1. General Meetings will be held in the location where the Company has its registered office, in the place and on the date stated in the announcement. Sessions of the General Meeting may be postponed for one or more consecutive days at the proposal of the General Meeting Panel, or at the request of a number of shareholders representing at least one-quarter of the share capital present at the Meeting.

2. As an exception, if anything occurs that substantially changes the proper order of the General Meeting, or there are other extraordinary circumstances preventing normal conduct thereof, the Board Chairperson may order suspension thereof for such time as may be necessary to re-establish the conditions permitting its continuation. If such circumstances persist, the Meeting Panel will propose postponement of the General Meeting to the following day, as envisaged in the preceding paragraph.

Article 11.- Attendance and representation at the General Meeting

1. Shareholders owning 60 or more shares and whose ownership has been entered in the corresponding book-entry register five calendar days before the date scheduled for the General Meeting are entitled to attend the General Meeting.

2. The shareholders can attend the General Meeting and vote there using telematic or remote media, in accordance with the provisions of the General Meeting Regulations and provided that the Board of Directors decides this on occasion of each meeting. The conditions and limits for this type of attendance and voting shall be implemented in the General Meeting Regulations, in accordance with the provisions of the law at any given time.

3. The Chairperson of the General Meeting can authorise the attendance of Company managers, officers and experts as well as other persons who he/she believes have an interest in the corporate resolutions, and invite persons other than those stated who he/she deems appropriate. Nevertheless, the General Meeting can revoke that authorisation.

4. The shareholders can be represented by another person at the General Meeting. The appointment of a representative and the notification of the appointment can be made in writing or through electronic means, duly guaranteeing the identity of the principal and of the proxy, as determined by the Board of Directors, where applicable, on occasion of each General Meeting and in accordance with the provisions of the General Meeting Regulations.

Article 12.- Panel, Chairperson and Secretary of the General Meeting

1. The General Meeting Panel shall comprise the Chairperson and the Secretary of the General Meeting, as well as any members of the Board of Directors who may be in attendance.

2. The General Meeting shall be chaired by the person, if any, determined by the Board of Directors. In the absence of a specific decision by the Board, the Meeting shall be chaired by the Chairperson of the Board of Directors. In his/her absence, if any, it will be chaired by the Deputy Chairperson, 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 in each case chosen by the shareholders attending the meeting.

3. The Secretary of the Board of Directors of the Company or, in his/her absence, if any, the Deputy Secretary of the Board of Directors and, in his absence, the person chosen by the shareholders attending the Meeting will act as Secretary of the General Meeting.

4. It is the duty of the Chairperson to declare the Meeting to be quorate; direct the discussion and establish the order of speakers; terminate discussions when a matter is deemed to have been sufficiently discussed; set time limits for speeches, with the power to bring the debate to an end in respect of the resolution in question; set the order of voting; decide any questions that may be raised about the agenda; and, in general, exercise the powers vested in the office of Chairperson to ensure that the meeting is conducted in an orderly manner, where necessary interpreting the provisions of these Regulations, with the assistance of the Secretary.

Article 13.- Quorum

1. Both the Annual General Meeting and Extraordinary General Meeting shall be quorate at first call when the shareholders owning at least 25% of the subscribed voting share capital attend in person or by proxy. They shall be declared quorate at second call whatever the share capital in attendance.

2. To enable the Annual General Meeting and Extraordinary General Meeting to validly resolve the issuance of bonds whose powers have not been legally attributed to another company body, a share capital increase or decrease, the company transformation, merger, spin-off or full assignment of its assets and liabilities, the transfer of the registered office abroad, the cancellation or limitation of the pre-emption rights for new shares and, in general, any amendment to the Bylaws, at least 50% of the subscribed voting share capital must attend in person or by proxy at first call.

At second call, it will suffice for 25% of the share capital to attend.

3. If the required share capital is not in attendance at first call, the Meeting shall be held at second call.

4. Shareholders who cast remote votes will be treated for the purpose of declaring the quorum of the General Meeting as being present; these Regulations shall be applicable as regards the requirements and guarantees imposed for their validity.

5. Before considering the agenda, the Secretary will report the number of shareholders in attendance, both in person and by proxy, the number of shares, the nominal amount of the share capital and the percentage thereof present in person and by proxy.

6. Once that information has been publicly disclosed, the Chairperson shall then declare the General Meeting to be quorate at first or second call, where applicable.

7. Shareholders present may state to the Notary Public, for due reflection in the minutes of the Meeting, any reservation or protest they may have regarding the quorum for the Meeting or the general details of the attendance list that has been read in public.

Article 14.- Adopting the General Meeting resolutions

1. Both the Annual General Meeting and the Extraordinary General Meeting shall adopt their resolutions with the majorities of votes present in person or by proxy as required by the Bylaws or by law. Each share with a voting right attending the General Meeting in person or by proxy shall give the right to one vote.

2. Corporate resolutions shall 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 the law, the favourable vote of the absolute majority of the voting shares present in person or by proxy at the General Meeting shall be required if the share capital present in person or by proxy is more than 50%, or the favourable vote of two-thirds of the share capital present in person or by proxy at the Meeting when, at second call, shareholders are present that represent 25% or more of the subscribed voting share capital without reaching 50%, for approval of the following matters:

(i)         Amendments to the Bylaws, including share capital increases or decreases, unless the law provides otherwise.

(ii)        Issuance of convertible bonds into shares or profit-sharing bonds.

(iii)      Transformation, merger of spin-off in any form, as well as the full assignment of the assets and liabilities, and transfer of the registered office outside Spain.

(iv)      Cancellation or limitation of the pre-emption rights for new shares.

 

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

“Article 7. Right of Attendance.

1. Shareholders owning at least 60 shares can attend the Company's General Meeting, provided that, five calendar days prior to the day the meeting is to be held, they are registered in the corresponding accounting books and remain so until the meeting is held.

The holders of a smaller number of shares may group together to reach 60 shares, appointing their representative.

 

2. To exercise their attendance right, the shareholders must be previously authorised by way of the corresponding attendance card issued by any of the Iberclear institutions, or in any other way allowed by the applicable legislation. 

3. The Board of Directors shall attend the Meeting, and the managers, officers and experts of the Company and of its investees can also attend, as well as any other person whose attendance is authorised by the Meeting's Chairperson, without prejudice to the Meeting's right to revoke that authorisation.

Nevertheless, the Board of Directors does not have to attend to declare the Meeting to be quorate.

4. To accredit the identity of the shareholders or of their valid proxies, at the entrance of the meeting venue, apart from showing their attendance card, the attendees can be requested to show their identity card or any other official document that is generally accepted.

The legal persons shall act through the individuals legally representing them, which must be accredited.

 

“Article 8. Proxies 

1. Shareholders can grant representation to another person. The representation shall be specific to the Meeting in question. The representation shall be stated 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 stating the representation 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 the property that 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 envisaged in the first section of this article.

3. However, the representative must attach the attendance card issued by the custodian participants in Iberclear in favour of the represented shareholder.

4. 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 Chairperson of the Board of Directors, or, where applicable, to the person chairing the General Meeting.

5. If the represented shareholder has not given voting instructions, it will be understood that the representative may vote in the sense he/she deems to be most appropriate to the interests of the shareholder.
Unless otherwise stated by the represented shareholder in the document granting the representation, the delegation of power also includes the proposals regarding the items not envisaged in the agenda.

If, in accordance with that stated above, the delegation of power includes the proposals regarding the items not envisaged in the agenda, the precise instructions from the represented shareholder shall be understood as the proxy voting in the sense that he/she deems to be most appropriate to the corporate interest, unless other express instructions are stated by the represented shareholder in the document granting the representation.

6. If the appointed representative is in a conflict of interest 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, he/she must vote on behalf of the shareholder. 

Without prejudice to the foregoing, if the designated representative is the Chairperson of the Board or any member of the Board of Directors, is in a conflict of interest and has not received precise voting instructions, he/she will be replaced as representative by the Secretary of the Board of Directors.

If the Secretary is also in a conflict of interest, he/she must refrain from voting on the matters that, having a conflict of interest, he/she must vote on behalf of the shareholder. The Secretary of the Board of Directors is understood to be in a conflict of interest regarding the proposals for removing directors or for exercising corporate liability action made as items outside the agenda.

7. A proxy granted to a person who by law cannot act as such shall not be valid or effective.
 
8. A proxy may also be granted by remote electronic means of communication. For this purpose, the procedure envisaged in article 11.2 of these Regulations shall 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 these Regulations also being applicable to valid receipt of the proxy. To identify the representative appointed by the shareholder, the identifying information required for such purposes must be entered in the electronic form.
 
9. Proxies are always revocable, and considered to be revoked by casting a remote vote or personal attendance at the Meeting by the represented shareholder.
 
10. The proxy can represent more than one shareholder and there is no limit to the number of represented shareholders. When a proxy represents several shareholders, he/she can cast different votes based on the instructions given by each shareholder.
 
11. In any case, the number of represented shares will be calculated for the meeting quorum.
 
12. The Board of Directors is empowered to implement the preceding provisions and establish the appropriate rules, means and procedures so that they can conform to the state of the art with the aim of granting the representation by electronic means, conforming, where applicable, to the rules issued for such purpose.

In particular, the Board of Directors may (i) regulate the use of guarantees of electronic signatures for the granting of proxies by electronic correspondence and (ii) reduce the advance term established above for receipt by the Company of proxies granted by post or email.

13. The Chairperson and the Secretary of the General Meeting shall have the broadest authority to accept the validity of the document or form of evidencing representation.
 
14. Likewise, the institutions which are legitimated as shareholders by virtue of the accounting record of the shares but act on behalf of several persons may, in any case, split the vote in opposing ways to comply with the different voting instructions if they receive them. In particular, the fractioning of the votes will be allowed to the depository of the shares issued by the Company within the framework of the American Depositary Share (ADS) programme represented by the American Depositary Receipts (ADRs).

The intermediaries 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. The public proxy solicitation must be made, in any case, in accordance with the regulations applicable at any given 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 the items on the General Meeting's agenda, (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 deemed to be most appropriate to the interests of the shareholder. If the director is in a conflict of interest when voting on any of the proposals, whether or not on the agenda, the provisions of article 8.5 of these Regulations shall apply.

In any case, it is understood that directors are in a conflict of interest regarding the following resolutions:

  • Their appointment, re-election or ratification as directors.
  • Their removal, withdrawal or dismissal as directors.
  • The exercise corporate liability action against them.
  • The approval or ratification, where applicable, of Company transactions with the directors in question, companies controlled by them or which they represent or persons acting on their behalf.

 

“Article 10. Voting by Mail or Remote Electronic Means of Communication

Voting on proposals regarding the items on the agenda of any kind of General Meeting may be exercised by the shareholder by post 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 these Regulations.

“Article 11. Formal Requirements and Terms for Voting by Mail or Remote Electronic Means of Communication.

1. Voting by post:

a)     To cast votes by post, 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 General Meeting's announcement. Also, shareholders so wishing may, from the date of publication of the General Meeting's announcement, through the Shareholder Office, request that the aforesaid form be sent by post.

c)     The shareholder must send the duly completed form to the Company, for processing and computation.

2. Voting by remote electronic means:

a)     To cast votes 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 General Meeting's announcement.

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 applicable regulations at any given 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 envisaged in sections 11.1 and 11.2 above must be in the possession of the Company, at its headquarters, at least 24 hours in advance of the time envisaged for holding the General Meeting at first call. Otherwise, the vote will be deemed not to have been cast. The Board of Directors may specify a shorter advance term in each General Meeting's announcement.
 
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. A remote vote cast by a shareholder 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 whose ownership gave the transferor voting rights are transferred, when that resulted in the appropriate registration in the book-entry register, at least five calendar days before the Meeting, if the new holder of the shares exercises its voting right.
 
6. The Board of Directors is empowered to implement the preceding provisions and establish the appropriate rules, means and procedures so that they can conform to the state of the art with the aim of casting the vote and granting the representation by electronic means, conforming, where applicable, to the rules issued for such purpose and the Bylaws.

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 post or email.

7. In any case, the Board of Directors shall adopt the specific measures to avoid duplicity and ensure that the parties casting a vote or delegating representation by post or electronic means are duly legitimised to do this in accordance with the provisions of the Bylaws and of these Regulations.
 
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 envisaged in these Regulations, the shareholders will vote on the resolutions proposed on the items on the agenda, and such others as are not required by law to be included thereon.

2. The reading of the proposed resolutions by the Secretary of the Meeting may be dispensed with, summarised or provided in extracted form, at the discretion of the Chairperson, unless there is express opposition from the shareholders representing at least one percent of the share capital.

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

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

5. The matters that are substantially independent 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)    the amendment to the Bylaws, to an article or to a group of articles that are independent of each other.

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 regarding items included in the agenda of the Meeting, irrespective of whether such resolutions have been proposed by the Board or not:

(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 whose holders or representatives state that they vote against, by communication or statement of their vote to the Notary Public at the Meeting, for recording in the minutes, as well as negative votes cast remotely will be treated as votes against the proposal.

b)    When dealing with proposed resolutions regarding items not included in 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 recording in the minutes, plus affirmative votes cast remotely will be treated as votes in favour of the proposal.

Nevertheless, it is understood that the shareholders who vote by remote means abstain from the proposed resolutions regarding items not included in the agenda, unless expressly stated otherwise.

7. Blank votes and abstentions must also be notified to the Notary Public for recording in the minutes.
 
8. However, by decision of the Meeting Panel, other voting systems may be established for the adoption of resolutions that allow evidencing the sense of votes and recording the voting results in the minutes.
 
9. In any event, the proposed resolutions drafted by the Board of Directors will be voted on first. Once the proposed resolution is approved, all the others regarding the same matter which are incompatible with it shall automatically lapse and, therefore, they shall not be put to a vote.

  

“Article 21. Scheme for Adoption of Resolutions

1. Both the Annual General Meeting and the Extraordinary General Meeting shall adopt their resolutions with the majorities of votes present in person or by proxy as required by the Bylaws or by law. Each share with a voting right attending the General Meeting in person or by proxy shall give the right to one vote.

2. Corporate resolutions shall 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 the law, for approval of the following matters the favourable vote of the absolute majority of the voting shares present in person or by proxy at the General Meeting shall be required if the share capital present in person or by proxy is more than 50%, or the favourable vote of two-thirds of the share capital present in person or by proxy at the Meeting when, at second call, shareholders are present that represent 25% or more of the subscribed voting share capital without reaching 50%:

a)    Amendments to the Bylaws, including share capital increases or decreases, unless the law provides otherwise.

b)    Issuance of convertible bonds into shares or profit-sharing bonds.

c)     Transformation, merger of spin-off in any form, as well as the full assignment of the assets and liabilities, and transfer of the registered office outside Spain.

d)    Cancellation or limitation of the pre-emption rights for new shares.

 

 

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