Proxy voting

Shareholders’ proxy voting is set out in article 16 of Articles of Association, and developed in articles 13 and 15 of General Shareholders' Meeting Regulations.

"Article 13. Right to representation

1. All shareholders entitled to attend the General Meeting may appoint another person to represent them thereat, even if that person is not a shareholder, including any member of the Board of Directors or the Secretary or Deputy Secretaries to the Board, whether they are Directors or not. Proxies must be granted in writing specifically for each Meeting, using the formula specified by the Company for each Meeting and detailed on the attendance card or, as appropriate, by means of remote communication as provided for herein and under the supplementary rules thereon.

In any event, regardless of whether proxies are voluntary or mandatory or appointed in response to public solicitation, shareholders may only be represented at a General Shareholders' Meeting by one proxy holder. The Company shall allow split votes, so that proxies attending and recognised as shareholders but acting on behalf of their clients may cast votes as per their instructions.

Proxies may always be revoked. Personal attendance at the General Shareholders' Meeting by the grantor of a proxy shall have the effect of revoking the proxy.

2. In the event of public solicitation of proxy appointment, the document recording the appointment must contain the agenda or have it attached thereto, together with the request for instructions for exercising the right to vote and the indication of how the proxy holder will vote if precise instructions are not given. A public solicitation will be deemed to have taken place when a single person represents more than three shareholders.

The proxy appointment may also include any business that, even if not included in the agenda, may be legally transacted at the meeting.

If there are no voting instructions because resolutions to be adopted at the Meeting are on matters that legally do not have to be included in the agenda, the proxy holder may cast his vote in the manner he considers best suits the interests of the shareholder he represents.

If the grantor of the proxy has issued instructions, the proxy holder may vote otherwise should circumstances arise that were not known at the time the instructions were given and there is a risk of jeopardising the interests of the proxy grantor.

In both these cases, the proxy holder must inform the proxy grantor immediately, in writing, explaining the reasons for the vote.

In cases where a Director has publicly solicited appointment as a proxy and faces a conflict of interest, said Director will not be able to exercise the right to vote unless exact instructions have been received with regard to the proposed resolution being put to a vote, without prejudice to the possibility of appointing a substitute proxy for said issues."

Proxy voting using remote means of communication is developed in article 15 of General Shareholders' Meeting Regulations.

"Article 15. Proxy by remote means of communication

1. Shareholders entitled to attend may grant their proxy at the General Shareholders' Meeting by post, electronic communication or by any other means of remote communication, as provided for in these General Shareholders' Meeting Regulations and in such supplemental and enabling provisions as may be established by the Board of Directors.

Without prejudice to any other requirements and conditions that may be established by the Board of Directors, proxies shall be granted by sending to the Company the attendance card issued by the Secretary of the Board of Directors duly filled out and signed in the space provided for such purpose, and proxies by electronic means must be granted using a recognised electronic signature and any other kind of safeguard seen fit by the Board of Directors to ensure the authenticity and identity of the shareholder granting the proxy.

2. Attendance in person by the grantor of a proxy at the General Meeting will have the effect of revoking a proxy granted by post, e-mail or by any other means of remote communication provided for herein."

Common provisions for casing votes and granting proxies by means of remote communication is developed in article 16 of General Shareholders' Meeting Regulations

For the exercise of proxy voting rights, simultaneously with the call of the General Shareholders' Meeting, the Company will include on the website a link for the shareholders who wish to exercise it electronically.

Copyright® Bolsas y Mercados Españoles 2016
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