Shareholders' Meeting Regulations. Rights and participation of shareholders at Shareholders' Meetings 

Rights and participation of shareholders

The Shareholders' Meeting Regulations regulate shareholders' rights in relation to Shareholders' Meetings and, in addition to the provisions established in the Spanish Corporations Law, they envisage the following:

Powers of the Shareholders' Meeting

Adopting UCGG recommendations, the Shareholders' Meeting Regulations extend the powers of the latter to being informed of transactions that entail transformation of the Company into a holding company through the "affiliation" or incorporation into dependent companies of essential activities hitherto performed by the Company itself and those other transactions that might have an effect equivalent to liquidation of the Company.

Announcement of meetings

As soon as the likely date of the Meeting is known, the Board may post it on the Company's website or disseminate it by any other means it considers appropriate.

The governing body shall consider the advisability of disseminating the notice of meeting via a larger number of media.

Drafting of the agenda

The Board of Directors may consider the suggestions or proposals made in writing by shareholders and bearing a relation to the Company's activities or interests which it considers to be of interest for the Meeting.

Right to be informed

The Company will post on its website the text of all the resolutions proposed by the Board of Directors with regard to the items on the Agenda, with an explanation of the reasons for each one.

The Company will post on its website the replies given to shareholders in response to the questions they raise on the exercise of their right to be informed.

Attendance of external auditors

The external auditors must attend the Shareholders' Meetings.

Audit and Control Committee participation

The Chairman of the Audit and Control Committee must participate in Ordinary Shareholders' Meetings.

Voting

Proposals for substantially independent resolutions and, in particular the appointment or ratification of Board members and modifications to the Articles of Association may be voted on separately.

The Company allows the financial brokers who act on behalf of various customers to split their vote.

Shareholder participation

In accordance with the Board of Directors Regulations, one of the Board's functions is to encourage shareholder participation and adopt all appropriate measures to enable the Shareholders' Meeting to perform its functions effectively. The Board must also endeavour to ensure that shareholders have all the necessary information so as to form an accurate opinion about the Company's performance.

The Shareholders' Meeting Regulations contain several provisions that encourage shareholders to participate:

  • The Board must consider the advisability of disseminating the notice of meeting via a larger number of media.

  • When the Board is aware of the likely date of the next Shareholders' Meeting, it can communicate this through the company's website or via any other means it considers appropriate.

  • Shareholders will be told, in the notice, that the Meeting is more likely to be held at first call or at second call on the scheduled dates.

  • In order to draw up the Agenda, the Board may consider the suggestions and proposals made in writing by the shareholders and which bear a relation to the Company's activities and interests, and which it deems to be of interest to the meeting.

  • On giving notice of the Shareholders' Meeting, the Board shall assess whether there are distance communication means enabling shareholders to vote and/or grant proxy while ensuring the identity of the person exercising the right to vote or, if by proxy, the identities of the proxy and shareholder, and whether the use of such means is feasible.

  • Shareholders with attendance rights may attend the General Meeting by using distance communication methods, if the Board of Directors considers, on the occasion of each call to meeting, that the technical resources and legal grounds permitting and guaranteeing this form of attendance exist.

  • The Company shall post the text of all the proposed resolutions, and the documents and reports that are mandatory G14.

  • Zzx  7147or are determined by the Board of Directors in each case, on the website. Proposed resolutions must be accompanied by an explanation of their justification and appropriateness.

  • The Company's website shall contain all the information deemed to be useful for enabling shareholders to attend and participate in the Shareholders' Meeting, including the procedure for obtaining the attendance card; instructions on how to cast or delegate votes via remote communication as envisaged in the notice, if appropriate; information on the Meeting venue and how to get there; information on any systems or procedures that enable shareholders to follow the Meeting, and information about the Shareholder Service Department.

  • Shareholders may be allowed to follow the Meeting at a distance via audiovisual means.

  • The possibility of simultaneous translation mechanisms is envisaged.

  • The Company will study measures to enable disabled shareholders to access the Meeting room.

  • The round of questions at the Shareholders' Meeting is regulated in detail. In addition to taking the floor, shareholders may verbally request any information or clarification they consider appropriate regarding the items on the Agenda.

  • Shareholders' rights to be informed before or during the Meeting are guaranteed, in accordance with the Spanish Corporations Law.

Shareholders' Meeting Regulations

    As already stated, the current Shareholders' Meeting Regulations were approved by the shareholders on 26 March 2004, and were registered at the Madrid Companies Registry after being notified to the CNMV.

    The Shareholders' Meeting Regulations were modified through resolution of the Shareholders' Meeting held on 30 March 2007 in order to include the UCGG recommendations adopted by the Company and which directly affected these regulations. The changes occurred in articles 5 and 22, regarding the powers of the Shareholders' Meeting and voting on proposed resolutions, respectively, and also in the introduction to the Regulations.

Participation of institutional investors

    The Company has not been notified of institutional investors' policy on their participation or otherwise in Company decisions.