Exercising the Right to Information

Communication channels for shareholders

Right to Information regulation

Article 197 of the spanish companies law:

1. Shareholders may ask the directors to provide any information or clarification that they deem necessary about the items on the agenda, or pose any questions they deem appropriate, in writing up until the seventh day before the date on which the meeting is scheduled to be held. 
The directors shall be bound to furnish the information in writing by the date of the general meeting.

2. During the general meeting, the company’s shareholders may verbally request any information or explanations that they deem necessary with respect to the items on the Agenda, and whenever their queries cannot be immediately answered, the directors shall be obliged to provide the information in writing no more than seven days after the general meeting.

3. The directors shall be bound to furnish the information requested pursuant to the provisions of the two preceding paragraphs except in cases where, in the chairperson’s opinion, disclosing the information requested may be detrimental to the company’s interests.

4. Information requested by shareholders representing at least twenty-five per cent of the share capital may not be withheld. Smaller percentages, necessarily in excess of five per cent of the share capital, may be stipulated in the by-laws.

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 Annual General Meeting and the Extraordinary General Meeting must be called by the Board of Directors in an announcement published at least in the following media: a) the Business Register's Official Gazette or in one of the newspapers with the largest circulation in Spain; b) the website of the CNMV (Spanish Securities Market Commission); and c) the Company's website.

There must be at least one month between the date on which the meeting is called and the date on which it is expected to be held, without prejudice to, where applicable, the possibility of reducing that period when the requirements envisaged in the law are met. The announcement must include, where applicable, the date on which the meeting will be held at second call; in this case, there must be at least 24 hours between the first and second call.

2. The shareholders representing at least 3% of the share capital can request the publication of a supplement to the announcement of the Annual General Meeting, including one or more items on the agenda, provided that the new items include a justification or, where applicable, a proposed resolution with justification. That right cannot be exercised in any case with regard to the Extraordinary General Meeting. That right must be exercised by notifying it in a reliable way and which must be received at the registered office within five calendar days of the publication of the announcement. The supplement to the announcement must be published at least fifteen calendar days before the date scheduled for the meeting.
 
3. The shareholders representing at least 3% of the share capital can, within the same deadline stated in section 2 above, submit proposed resolutions with justification regarding matters already included or which must be included in the agenda of a General Meeting that has been called. The Company shall ensure that the proposed resolutions and the documentation which, where applicable, is attached are disseminated among the shareholders, in accordance with the provisions of article 6.6 of these Regulations.
 
4. The meeting announcement shall include the Company's name, the place, time and date of the meeting at first call and, where applicable, at second call, the meeting's agenda with the items to be dealt with, the position of the person(s) making the announcement, the date on which the shareholders must have registered the shares in their name so that they can participate in and vote at the General Meeting, and the other requirements in accordance with the law, the Bylaws and these Regulations.
 
5. The meeting announcement shall state the shareholders' right to obtain, from the date of publication and immediately and free of charge, the documentation required by the law and the Bylaws, as well as the Company's website where the information will be available.

It must also include the necessary details of the Shareholder Office, stating its telephone numbers, email address, offices and business hours. 

The announcement must also include clear and accurate information about the formalities that the shareholders must carry out so that they can participate and cast their vote at the General Meeting, including, in particular, the points envisaged in the applicable regulations in relation to the procedures for voting by remote means or by proxy.

 

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

1. The shareholders can request the directors by written means, until the fifth calendar day before the date expected for the Meeting, information or clarifications or ask questions regarding the items on the agenda, the information accessible to the public which was provided by the Company to the CNMV from the previous General Meeting, and about the audit report.

The valid requests for information and clarifications and the questions made in writing, and the answers provided in writing by the directors, shall be included on the Company's website.

2. The information requested in accordance with the provisions of this article shall be provided to the shareholder by the Board of Directors or, if it delegates this, by any of its members empowered for this purpose, by the Chief Executive Officer, by its Secretary or by any employees or experts on the matter. The information shall be provided in writing until the day of the General Meeting and through the Shareholder Office.

3. Nevertheless, the requested information can be refused in the cases envisaged in article 19.3 of these Regulations.

4. The shareholders must accredit their identity, if they request the information in writing, with a photocopy of their identity document or passport and, if they are legal persons, with a document providing sufficient accreditation of their representation.

The shareholders must accredit their status and provide sufficient details (number of shares, depository, etc.) so that this can be verified by the Company.

5. In the event that the right to information is exercised through electronic or other telematic means, a similar procedure to that envisaged in article 11.2 of these Regulations shall be used and the shareholder's identity shall be accredited with the same requirements as those established in that article 11.2.
 
6. In addition to any other mandatory documentation, the following shall also uninterruptedly be included on the Company's website from the date on which the meeting announcement is published until the date on which the General Meeting takes place:

a)     The meeting announcement.

b)    The total number of shares and voting rights at the date of the announcement, broken down by class of shares, where applicable.

c)     The documents which must be submitted to the General Meeting and, in particular, the reports from the directors, the auditors and the independent experts.

d)    The full texts of the proposed resolutions regarding all the items on the agenda or, with respect to the informative ones only, a report from the competent bodies, commenting each item. The proposed resolutions submitted by the shareholders shall also be included as they are received.

e)     In the event that Board members are appointed, ratified or re-elected, the identity, résumé and category of the directors as well as the proposals and mandatory reports from the Nominations, Compensation and Corporate Governance Committee. If it is a legal person, the information must include the details of the individual who will be appointed to permanently carry out the position's functions.

f)     The forms which must be used for voting by proxy or by remote means.

The documentation envisaged in sections a), c), d) and e) above shall also be provided to the CNMV.

The publication of the proposed resolutions does not exclude their amendment before the General Meeting if this is legally possible.

7. Once the General Meeting is called, to the extent provided by the applicable legislation and under the terms in which it is technically and legally carried out, the Company's website will provide an Electronic Shareholder Forum, which can be accessed with the pertinent guarantees by the individual shareholders and the voluntary associations that may be created, with the aim of facilitating communication before each General Meeting is held. The proposals to be submitted as a supplement to the agenda announced for the meeting, the requests for accepting such proposals, the initiatives for reaching a sufficient percentage to exercise the minority's rights envisaged in the law, and the offers or requests for voluntary representation can be published on the Forum. The Company's Board of Directors shall establish the rules which will govern at any given time the Forum established for the General Meeting, which will be published 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 items on the agenda as well as the information available to the public that has been provided by the Company to the CNMV since the previous General Meeting, and regarding the audit report.

2. The directors will be required to provide the requested information, unless it is not available at the Meeting, in which case the directors will be required to provide the information in writing within seven days of the end of the Meeting, without prejudice to the provisions of the next 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 parties. The request for information may not be refused for this reason if it is supported by shareholders representing at least 25% of the share 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 directors may limit their answer to referring to the information provided in that format.

4. The information or clarification requested of members of the Board will be provided by the Chairperson, by the Chief Executive Officer, by the Secretary or, upon the indication of the Chairperson, by a Director, by the Chairperson of the Audit and Compliance Committee or by any employee or expert in the subject matter.

5. The Chairperson will decide the order of answers 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 Chairperson grants it based on the importance of the matter. 

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