Investor relations


General Shareholders Meeting

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: alba@corporacionalba.es

 

Shareholders information rights

Regarding the right to information of shareholders and other information that can be provided to them, note that various provisions of the Rules of the General Meeting of the Company, adopted on May 22, 2003 and amended on June 10 2015 relate to these issues.

Following the precepts transcribed indicated:

“Article 7. Right to information

  1. Until the fifth day prior to the scheduled date of the Meeting, or verbally during the event, shareholders may request from Directors, about the items on the agenda, any information or clarification they deem necessary, or ask written questions they deem relevant.
    Valid requests for information, clarifications or inquiries made in writing and the written answers provided by the directors be included on the website of the company.
    In addition, shareholders may request information or clarifications or ask written questions regarding information accessible to the public information that has been provided by the company to the National Securities Market Commission since the holding of the last General Meeting and regarding the auditor’s report .
    The directors are obliged to provide the information in writing until the day of the Annual General Meeting.
    During the Annual General Meeting, the shareholders of the Company may verbally request any information or clarification they deem appropriate concerning the items on the agenda and, if not possible to satisfy the shareholder’s right at that time, Administrators are required to provide that information in writing within the completion of the Board seven days.The directors are obliged to provide the information requested under the provisions of this Article, unless that information is unnecessary for the protection of shareholder rights, or there are objective reasons to believe that could be used for extra-social purposes or advertising harm the Company or affiliated companies.
    Administrators are not required to answer specific questions from shareholders where, prior to its formulation, the information requested is clearly and directly available to all shareholders on the website of the Company under the question and answer format, in which case , administrators can limit your answer to refer to the information in that format.
    Information may not be refused when the request is supported by shareholders representing at least twenty five percent of the capital social.
  2. The Company shall have a website to attend to the exercise by shareholders of the right to information and to disseminate relevant information required by the legislation on the stock market.
    On the website of society An Electronic Shareholder Forum, which will be accessible with due guarantees both individual shareholders and any voluntary associations that may be, in order to facilitate communication in advance of the celebration general meetings. The Forum will publish proposals to be tabled to complement the agenda announced in the call, requests for adherence to such proposals, initiatives to reach the percentage required to exercise a minority right provided by law, and offers or requests voluntary representation.
    The Board of Directors set the content of the information to be provided on the website, in accordance with applicable regulations providing. The website of the company will provide, under the terms established by the Board of Directors, information related to the General Meeting on at least the following aspects:
    a) Regulations of the General Meeting.
    b) Annual Report.
    c) Corporate Governance Report.
    d) Documentation relating to the ordinary and extraordinary general meetings.
    e) Information on the development of the General Meetings held.
    f) Channels of communication between the company and shareholders.
    g) Means and procedures to grant proxy for the General Meeting.
    h) Methods and procedures for exercising the voting. “

“Article 19 Information made available to shareholders

Since the publication of the notice and until the holding of the General Meeting, the Company will publish continuously on its website, at least the following information:

a) The notice of meeting.
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 to be submitted for presentation to the General Meeting and, in particular, reports of administrators, auditors and independent experts.
d) The full text of the proposed resolutions on each and every one of the points on the agenda, or in relation to those points informational purposes, a report from the competent bodies discussing each of these points. As received, the proposed resolutions submitted will also be included by shareholders.
e) In the case of appointment, ratification or re-election of Board members, identity, curriculum and the category to which each belongs, and the proposal and legally mandatory reports. If it were legal person, the information must include the amount of the individual who is to be appointed for the permanent exercise of the functions of office.
f) The forms to be used to vote by proxy and remote, except when they are sent directly by the company to each shareholder. In the event that can not be published on the website for technical reasons, the Company shall state in it how to get the paper forms, which must be sent to any shareholder who requests it. ”

“Article 25. Interventions

  1. In discussing the items on the agenda, the President may organize the debate so that shareholders may intervene once for each of the matters to be discussed, or once with all the issues that each of they wish to raise at the end of the presentation of the matters under deliberation.
  2. The President will answer questions raised by shareholders individually or grouped basis, based on the nature and relationship between such issues. For the answer may request the intervention of the Directors or officers of the Company. Likewise, and in relation to the issues raised within the jurisdiction of the Audit Committee. The President may request the intervention of the President of the said Commission or, alternatively, one of its members.
  3. The President may limit the time to be used by those who use the word and give sufficiently discussed an issue when the shareholders present discrepancy arises criteria and not be achieved within a reasonable time and at most for one hour, to unify the views, then proceeding to immediate vote.
  4. When the complexity of the question the President considers that it is not possible to give an appropriate response during the session, the response shall be in writing, by publicizing it on the website of the Company. “

“Article 30. Publication of Resolutions

The resolutions adopted by the General Meeting shall be entered in the trade register where this is prescribed by law. Furthermore, the resolutions adopted and the voting results are published in full on the website of the Company within the end of the AGM five days. ”

 

Shareholder proposal

Shareholder proposal and suggestions

Paragraph 2 Article 6 of the General Meeting’s Regulations refers to the possibility for part of the shareholders to formulate proposals or suggestions regarding the Company’s activities, setting forth that:

“Shareholders may formulate proposals, suggestions or comments and pose questions relating to the Company’s activities or interests. Any proposals, suggestions, comments or questions shall be examined by the Company’s relevant services, in order to give an individual or group reply thereto which, if it should be of interest, shall be disclosed in the Company website or, if deemed appropriate by the Board of Directors, shall be treated at the General Meeting.”

 

Representation at the General Meeting

Means and procedures to confer representation at General Meetings

The means and procedures to confer representation to attend General Meetings are as set forth in the By-Laws and in the General Meeting’s Regulations.
As a general rule, shareholders may confer representation to other shareholders, either by means of a legally executed power of attorney, or in writing in a form admitted by the Board of Directors.
In view of their interest, please find below a transcript of the articles in the General Meeting’s Regulations regarding this issue:

“Article 11.- Representation

  1. The right to attend General Meetings may only be delegated to other shareholders, either by means of a legally executed power of attorney or in another written form acceptable to the Board of Directors. Representation conferred by electronic or computed media may also be accepted provided that the applicable legal requirements are met.
  2. Delegation or representation must be conferred especially for each General Meeting.
  3. Representation shall always be revocable. Personal attendance to the General Meeting shall be deemed a revocation.”

“Article 12.- Public request for representation

  1. In the event that the Directors of the company, the entitles charged with the registration of shareholding interests and as a general rule, provided that the request for representation for oneself or for another is formulated publicly, the document setting forth the power of attorney must include or attach the Agenda and the request for instructions to exercise the voting right and an indication as to what the representative shall vote in the absence of precise instructions.
  2. As an exception, the representative may vote differently when circumstances ignored at the time of sending the instructions should arise, and there is a risk of damage to the interests of the represented party.
  3. Representation shall be deemed pursuant to public request when one person holds the representation of more than three shareholders.”

“Article 13.- Family representation

The restrictions set forth in the foregoing articles shall not apply where the representative should be the spouse, a descendant or a parent of the represented party, nor when the former should hold a general power of attorney granted in a public document with powers to administer all of the assets held by the represented party within the national territory.”

 

Right to attend

Regarding the right to information of shareholders and other information that can be provided to them, note that various provisions of the Rules of the General Meeting of the Company, adopted on May 22, 2003 and amended on June 10 2015 relate to these issues.

Following the precepts transcribed indicated:

“Article 8. Support

  1. They can attend the General Meeting shareholders holding twenty shares and are registered in the register of book entries led by the Society of Management Systems Registration,
    Securities Clearing and Settlement and its participating entities, five days before the day appointed for holding the Meeting.
  2. The members of the Board must attend the Meetings General, without prejudice to the validity of the Board, not accurate assistance.
  3. The Board of Directors may authorize the attendance at Meetings General, with voice but no vote, to the Directors and staff of the company, which are not shareholders.
  4. The Chairman may authorize the attendance of any other person deems appropriate. However, the Board may revoke such authorization.
  5. The Company shall be entitled to obtain at any time of the entities holding the records of the relevant data values shareholders, including addresses and contact information that
    have, in accordance with applicable regulations. The same right shall associations of shareholders who have incorporated in the Company and representing at least one percent of
    capital and shareholders holding individually or jointly participation of at least three percent of the share capital, solely in order to facilitate their communication with shareholders
    the exercise of their rights and better defend their common interests. In the event of abusive or harmful use of the information requested, the partnership or shareholder shall be liable for damages.

“Article 9. Special cases

People who do not have full legal capacity; corporations or public facilities; legal persons; contests, bankruptcy, wills and abintestatos, may attend them through whom
assume legal representation. This documentary will be credited to The Council believes that three days before the date set for the General Meeting. If in doubt about the right of shareholders to attend the session, the General Meeting resolved without further appeal.

 

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:

  1. 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.
  2. 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.

 

Remote Voting at the General Meeting

Find  below a transcript of the artices in the General Meeting’s Regulations regarding this issue:

“Article 14. Vote

  1. Each share entitles the holder to one vote, unless shares without voting rights have been issued.
  2. Voting on the proposals comprising the matters included on the Agenda of any class of General Meeting may be delegated or exercised by the shareholder by postal or electronic correspondence or by other means of remote communication, in accordance with the provisions of the Corporate Bylaws and this Regulation, provided that this would properly guarantee the identity of the party exercising the voting right and the security of the electronic communications.
  3. Postal votes will be issued by sending to the Company a written statement recording the vote, enclosing the attendance card issued by the entity or entities responsible for maintaining the register of book entries. Registered mail with confirmation of receipt must be used.
  4. Voting by electronic communication will be accepted if the Board of Directors so agreed in the announcement of the General Meeting, and the notification is issued with a recognised electronic signature or some other form of guarantee that the Board of Directors deems appropriate so as to ensure the authenticity and identification of the shareholder exercising the voting right.
  5. Votes cast by any of the means provided in the above sections must be received by the Company by midnight (24:00) on the day immediately prior to that scheduled for the General Meeting to be held at the first call. Votes will otherwise be deemed not to have been cast.
  6. The Board of Directors is empowered to develop the above provisions by establishing rules, means and procedures appropriate to the technical state of the art to structure the casting of the vote and the issuance of powers of representation by electronic means, complying where applicable with any standards issued in this regard.
    In particular, the Board of Directors may establish regulations for the use of guarantees as an alternative to electronic signature for the casting of electronic votes, and reduce the advance period established for receipt by the Company of the votes cast by postal or electronic correspondence.
  7. Shareholders with the right to attend and vote who cast their vote remotely in accordance with the provisions of this article will be deemed to be present for the purposes of declaring the General Meeting to be quorate.
  8. Attendance in person at the General Meeting by the shareholder or his or her representative will serve to revoke the vote cast by postal or electronic correspondence.
  9. Shareholders may not exercise their voting rights corresponding to his or her shares in the case of a resolution the purpose of which is to:
    1. release them from an obligation or grant them a right,
    2. provide them with any type of financial assistance, including surety offered in their favour, or
    3. dispense them from obligations derived from the duty of loyalty.
  1. The shares of any shareholder subject to any of the situations of conflict of interest set out in the above subsection will be deducted from the capital stock for the calculation of the majority vote that would in his case be necessary.
  2. In cases of conflict of interest other than those provided in subsection 9, shareholders will not be deprived of their voting right, without prejudice to the provisions established for such circumstances in the Capital Companies Act.”

 

Contact






Address

 

Castelló, 77-5ª planta, 28006 – MADRID

+34 91 436 37 10

alba@corporacionalba.es

 

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