Articles of Association and Shareholders' Meeting

Limitations imposed by the Articles of Association

1.  "That the Articles of Association of listed companies do not limit the maximum number of votes that one and the same shareholder may cast, neither do they contain other restrictions that hinder control of the company being taken over through the acquisition of its shares in the market".

Visto bueno The Company complies.

Listing of companies integrated into groups

2. "That when the parent company and a dependent company are listed, they both publicly define exactly:

a) The respective areas of activity and possible business relations between them, as well as those of the listed dependent company with the other group companies;

b) The mechanisms envisaged for settling any possible conflicts of interest that may arise".

Visto bueno The Company complies.

Powers of the Shareholders' Meeting

3. "That, even though not expressly required by company law, they submit transactions that entail a structural modification of the company and, in particular, the following, to the approval of the Shareholders' Meeting:

a) The transformation of listed companies into holding companies through the "affiliation" or incorporation into dependent companies of essential activities hitherto performed by the company itself, even though the latter maintains full ownership of the former;

b) The acquisition or disposal of essential operative assets, when this entails an effective modification of the corporate purpose;

c) Transactions whose effect is equivalent to liquidation of the company".

Visto bueno The Company complies partially.

It is assumed, and this has been included in its Regulations, that the powers of the Shareholders' Meeting include that of expressing its opinion on the subject matter of this Recommendation, with the exception of its paragraph b), since it is considered that its adoption would mean a significant difficulty in the possible performance of corporate transactions, besides which it is understood that the concept "effective modification of the corporate purpose" carries with it an element of lack of security and definition.

Prior reporting on proposed resolutions

4. "That the detailed proposals of resolutions to be adopted at the Shareholders' Meeting, including the information referred to in recommendation 28, be made public at the time of publishing the announcement convening the Shareholders' Meeting".

Visto bueno The Company complies.

Separate voting of items

5. "That the items that are substantially independent be voted on separately at the Shareholders' Meeting, so that the shareholders may exercise their voting preferences separately. And that this rule be applied, in particular:

a) To the appointment or ratification of Board members, which must be voted on individually;

b) In the case of modifications to the Articles of Association, to each article or group of articles that are substantially independent".

Visto bueno The Company complies.

Vote splitting

6. "That companies permit vote-splitting so that the financial brokers who appear legitimated as shareholders, but act on behalf of different customers, may cast their votes in accordance with instructions received from the latter".

Visto bueno The Company complies.