General Meeting information
Procedures of communication
Communications from the shareholders to the Company may be made by ordinary correspondence addressed to the central offices of the latter:
Corporación Financiera Alba, S.A.
Calle Castelló nº 77, 5º Planta
28006 – Madrid
or by email addressed to:
Applicable regulations
The General Meeting is governed by the provisions of the Spanish Companies Act and the Articles of Association of Corporación Financiera Alba, S.A.
The following sections highlight the provisions of the Articles of Association relating to the General Meeting that affect shareholders.
Shareholders information rights
Regarding the right to information of shareholders and other information that can be provided to them, the Articles of Association establish the following:
“ARTICLE 31. Up until seven days prior to the date of the General Shareholders’ Meeting, shareholders may request from the directors any information or clarification they consider necessary in relation to the items on the Agenda, and/or prepare in writing any questions they consider relevant.
Said website shall be used by the Company one of the means of effectively fulfilling the right to provide shareholders with information, notwithstanding the use of any other means provided for in these Articles of Association with regard to the exercising of said right.”
Supplement to the announcement
In accordance with the second paragraph of Article 22 of the Articles of Association:
“Shareholders representing at least 5% of the capital stock may request that a supplement to the announcement of the Annual General Shareholders’ Meeting be published, including one or more items on the agenda, provided that the new items are accompanied by a justification or, where applicable, a justified proposal as to the resolution in question. This right shall be exercised by means of reliable notification to be received at the registered company address within five days following publication of the announcement. The supplement to the announcement must be published at least fifteen days prior to the date set for the General Meeting.”
Right to attend and vote
Regarding the right of shareholders to attend the General Meeting, Articles 16 to 19 of the Articles of Association establish the following:
“ARTICLE 16.-
- General Shareholders’ Meetings may be attended by shareholders who held at least 25 shares of ONE euro each as of five days prior to the date set for the Meeting. Shareholdings shall be accredited as stipulated in the Spanish Capital Companies Act (Ley de Sociedades de Capital).
- Each share shall entitle the holder to one vote, with the exception of any shares issued without voting rights.
- The Board of Directors may authorise any of the Company’s non-shareholder directors and technical staff to attend (but not vote at) General Shareholders’ Meetings.
- The shareholder shall not be able to exercise his/her corresponding right to vote with regard to resolutions on the following:
- Releasing him/her from an obligation or granting him/her a particular right.
- Providing him/her with any form of financial assistance, including the provision of bonds in his/her favour.
- Releasing him/her from obligations arising from his/her duty of loyalty.
- The shares of any shareholder who is involved in a conflict of interest as described above shall be deducted from the share capital when calculating the majority of votes required for the resolution in question.
- In the event of a conflict of interest other than those described in paragraph 4 above, the shareholder(s) shall not be deprived of their right to vote, notwithstanding the provisions to such an effect of the Spanish Capital Companies Act.
ARTICLE 17.Persons without full legal capacity, corporations, public bodies, legal personalities, executors, intestate heirs and those involved in receivership or bankruptcy proceedings may participate in General Shareholders’ Meetings through their legal representatives. Documentary accreditation of the status of representative must be presented to the Board, which shall then make the corresponding decision to grant or deny participation, at least three days prior to the date of the Meeting. In the event of any doubts regarding a shareholder’s right to attend, the matter shall be resolved by the Meeting without further recourse.
ARTICLE 18.– In order to be able to attend General Shareholders’ Meetings shareholders must deposit their shares, in accordance with the indications given in the announcement for the Meeting, at least five days prior to the date of said Meeting.
ARTICLE 19.– To attend the meeting, shareholders must submit their personal attendance card, stating the number of votes they are entitled to cast.”
Attendance by proxy
Attendance at the General Meeting by proxy is regulated by Article 20 of the Articles of Association.
“ARTICLE 20.– The right to attend General Shareholders’ Meetings can be delegated to any individual, regardless of whether s/he is a fellow shareholder. Shareholders may nominate proxies to act as their representatives and notify the Company of same in writing or electronically. The foregoing shall also apply to withdrawal of a representative.”
Ownership of the shares
In order to guarantee the identity and ownership of the shares, shareholders who wish to vote or delegate powers of representation by means of electronic communication shall provide the Company with the following documentation:
- Accreditation issued by IBERCLEAR (the Securities Registration, Compensation and Settlement Systems Management Company) or its participant entities, with an indication of the number and ownership of the shares.
- A National Identity Document or any other official document suitable for these purposes (and the relevant deed of power of attorney, if representing a legal entity).
If, at any time, Corporación Financiera Alba, S.A. has any reasonable doubt in relation with the identity of the shareholder or the number of shares, it may request additional information or documentation as deemed necessary to verify the circumstances here provided.
The remote vote or representation delegated may be revoked by express declaration of the shareholder, issued by the same means.
Holding of the General Meeting
The General Meeting may be held with the physical attendance of the shareholders or by electronic means, as regulated in paragraphs three to five of Article 22 of the Articles of Association.
“ARTICLE 22.–
General Meetings shall be held in the municipality where the Company has its registered office, on the date indicated in the announcement, although the sessions may be extended for one or more consecutive days at the proposal of the Directors or at the request of a number of shareholders representing a quarter of the capital stock present at the General Meeting.
General Meetings may be held by remote digital means if these properly guarantee the identity of the attendees. When announcing each General Shareholders’ Meeting the Board of Directors shall decide as to the use of this method for the meeting to be held, and shall establish the deadlines, forms and methods for shareholders to exercise their rights in order to allow the General Meeting to be properly conducted.
The Board of Directors may likewise decide, when calling each General Meeting, that it should be held purely by remote digital means, without physical attendance by the shareholders or their representatives. The company shall implement the necessary means to ensure that identification and legitimation of shareholders and their representatives is guaranteed, allowing attendees effectively to participate at the meeting and to exercise the rights they enjoy, in accordance with the legal provisions established in this regard. The announcement shall state the steps and procedures for registration and generation of the list of attendees, how they may exercise their rights, and an appropriate indication in the minutes of the course of the General Meeting.”
Voting
The majorities required for the adoption of resolutions and when they become effective are regulated in Articles 29 and 30 of the Articles of Association.
“ARTICLE 29.– Excepting the special circumstances provided for in the final subsection of Article 24 herein, for a resolution to be adopted at the General Shareholders’ Meeting a simple majority vote in favour is required from those shareholders present or represented at the Meeting. A resolution shall be considered adopted when it obtains more votes in favour than against from the share capital that is present or represented.
Unless the voting in question involves a different system that has been proposed by the Chair and accepted by the Meeting, any shareholder (present or represented) that does not expressly abstain, leaves his/her ballot paper blank or votes against a proposal shall be understood to have voted in favour of it. However, with regard to resolutions on matters that were not included in the Agenda provided in the announcement of the Meeting, any shareholder (present or represented) that does not expressly abstain, leaves his/her ballot paper blank or votes in favour of a proposal shall be understood to have voted against it.
Votes on proposals that are specified in the Agenda for any type of General Shareholders’ Meeting may be delegated or cast by the shareholder via post or other means of remote communication provided identification of the shareholder in question can be assured.
“ARTICLE 30.– The resolutions adopted at General Shareholders’ Meetings shall enter into force after the Minutes of the Meeting have been approved, whether by the Meeting itself once the items on the Agenda have been discussed or by the Chair and two representatives (one representing the majority vote and the other the minority), within 15 days following the date of the Meeting.”
