Consolidated Financial Statements and Consolidated Management ...

The directors shall be obliged to provide the information requested in relation to the above two sections, except when, in the opinion of the chairman,
publication of the requested information may damage the Company’s interests.
Information cannot be refused when the request is supported by shareholders that represent at least one quarter of the share capital.
Shareholders’ suggestions
Notwithstanding shareholders’ right, under those situations and terms provided for under the law, to request the inclusion of specific items on the
agenda of the Meeting they are requesting, shareholders may make suggestions regarding the organisation, running and competencies of the General
Shareholders’ Meeting at any given time, subject to accreditation of their status as shareholders.
Right to attendance
Article 12 of the regulation includes everything related to the right to attendance. It establishes that shareholders may attend the General Shareholders’
Meeting if they own the statutory minimum number of shares registered in their name in the corresponding book entry registry five days before the
date of the Meeting, provided that they can accredit this fact by means of the appropriate registered attendance card or certificate issued by any of the
participating entities in charge of the register, or directly by the Company itself, or in any other format allowed under prevailing legislation. This card or
certificate may be used by shareholders as a document for appointing proxies for the Meeting in question. Shareholders that do not own the minimum
number of shares required to attend may, at any given time, delegate representation of their shares as indicated in the following Article, to a shareholder
entitled to attend the Meeting, or also join with other shareholders in the same situation in order to reach the minimum number of shares required, in which
case they must appoint one of the shareholders in the group to represent them. Groups must be formed anew for each General Shareholders’ Meeting
and be accredited in writing.
The chairman may authorise the attendance of any person deemed appropriate, although the Meeting may revoke this authorisation.
Right to delegation and proxy
Article 13 of the General Meeting Regulations sets forth that any shareholder who is entitled to attend a General Meeting may be represented in it by
another person, even though such person is not a shareholder. The proxy has to be accepted by the proxy holder and has to be specifically granted for
each General Meeting, either through the proxy form printed on the voting card or by any other means allowed by the Law.
Proxy can also be granted via electronic or online means of communication that duly guarantee the proxy and the identity of the represented party. Proxy
granted by these means shall be accepted when the electronic document that confers the appointment includes the recognised electronic signature used
by the appointee, or another form of signature that provides adequate guarantees of authenticity and identification of the shareholder conferring proxy,
and complies with the other requirements legally established at that time.
The documents in which such delegations or proxies for the General Meeting appear shall reflect voting instructions. If no such express voting instructions
appear, it shall be construed that the proxy holder shall vote in favour of the proposals put forward by the Board of Directors for resolutions on the items
included in the agenda.
Should there be no such voting instructions because the General Meeting is to take a vote on resolutions which did not appear on the agenda and
therefore unknown on the date the proxy was granted, the proxy holder may cast the vote in the way he/she deems most suitable, taking into account
the company’s interests. The same shall apply to any corresponding proposal or proposals brought before the Meeting which were not drawn up by the
Board of Directors.
If the identity of the party the shareholder has appointed as proxy is not indicated on the representation or delegation document, the proxy shall be
deemed to be granted to the Chairman of the Board of Directors of the Company, or to the party assigned to this role, or to the party standing in for the
Chairman in the General Shareholders’ Meeting.
In the event of public requests for proxies, the provisions set forth in Article 186 of the Revised Text of the Capital Companies Act and, as appropriate, Article
514 of said legal text shall apply. In particular, the document on which the power of attorney appears shall contain or have attached the agenda, along with
instructions to exercise the right to vote and an indication of how the proxy holder must cast the vote should there be no precise instructions. In such cases, the
director or person obtaining the proxy may not exercise the right to vote corresponding to the shares thus represented by proxy on any items on the agenda
in which they have a conflict of interest, and also with respect to any resolutions on (i) his/her appointment or ratification, dismissal, suspension or removal from
office as a director; (ii) derivative actions proposed against him/her; (iii) the approval or ratification of the company’s transactions with the director in question,
with the companies controlled by him/her or which he/she may represent or with any people acting on his/her behalf.
Foreseeing the possibility of conflicts, the proxy may be granted to another person on a subsidiary basis.
Proxies may be revoked at any time. Personal attendance at the General Meeting shall revoke the proxy.
Right to vote
The shareholders present or represented by proxy at the Meeting may exercise their right to vote on the resolutions put to the Meeting. Resolutions shall
be adopted by the legally established majorities, with one vote corresponding to one share.
Shareholders that are natural persons without the full capacity to act, and shareholders that are legal entities, shall be represented by parties legally
accredited to represent them.
In all circumstances, both for cases of voluntary proxy and for legal proxy, no more than one proxy may be present at the Meeting.
The Chairman of the General Shareholders’ Meeting or, through delegation, the Secretary thereof, shall settle any questions which may arise concerning
the validity and efficacy of documents from which any shareholders’ right to attend General Meetings on an individual basis or through pooling their
shares with other shareholders are derived, as well as any regarding delegating or granting proxies to another person. They shall solely deem as invalid
and ineffective those documents which fail to meet essential minimum legal or statutory requirements, provided such defects have not been corrected.
E.4. Indicate, as applicable, the measures adopted to promote the participation of shareholders in General Shareholder’s Meetings.
From the date the General Meeting announcement is published, the company shall place at the disposal of its shareholders any documents and
information on the items included on the agenda which must be provided to them legally or statutorily, and shall post such documents and information
on the company’s website from such date. Without prejudice to the foregoing, shareholders shall be able to obtain such documents and information at
the company’s registered address immediately and at no charge, or request their delivery free of charge in legally established circumstances and under
legally established terms.
Likewise, from the date the General Meeting’s announcement is published, the company shall post on its website any documents and information that
may legally be required as they become available, as well any others the company may deem suitable for these purposes in order to foster shareholder
attendance and participation at General Meetings.
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ANNUAL CORPORATE GOVERNANCE REPORT