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E.3 List shareholder’s rights in relation to General Shareholder’s Meetings that differ from those established in
the LSA.
Right to information:
Article 9 of the Regulations of the Board states that from the date of publication of the notice of the General Shareholders’ Meeting, the Company
shall make available to shareholders the documents and information, required by law or the Company bylaws, relating to the different points
included on the agenda; it must also include the same on the Company’s website from the aforementioned date. Notwithstanding the above,
shareholders may also immediately and freely obtain these documents and information, under those situations and terms provided for under the
law, from the Company’s registered address, as well as requesting them to be sent or delivered free of charge.
The Bylaws, the Annual General Meeting Regulations and the Regulations of the Board of Directors must always appear on the website and also,
where appropriate, the Regulations of the Committees of the Board of Directors, the Annual Report, the Internal Conduct Regulations, Corporate
Governance Reports, notices of ordinary and extraordinary general meetings, proposals to be put to the vote and the documents and information
that, in accordance with current regulations, must be made available to shareholders from the date the meeting is called, information about the
proceedings of general meetings that have been held and, in particular, about the composition of the general meeting at the time of its constitution
and the resolutions adopted, giving the number of votes cast and the way members voted; the existing channels of communication with the
company and the means and procedures for appointing proxies for the general meeting; the means and procedures for voting in absentia, as well
as for Relevant Facts.
Such information may be subject to change at any time; in which case, the relevant amendments and clarifications shall be posted on the company’s
website.
Additionally, an Electronic Shareholders’ Forum has been set up to facilitate shareholder communications prior to upcoming General Meetings, and
to serve as an instrument to post proposals to be added to the agenda, requests for support for such proposals, initiatives aimed at reaching a the
percentage needed to exercise minority rights or voluntary proxy solicitations.
Article 10 of the aforesaid regulations also includes everything relating to the right of information of shareholders and states that from the moment
the notice of the General Shareholders’ Meeting is published, until the seventh day prior to the date of the first call, any shareholder may request
the information or clarifications they deem appropriate, in writing, from the Company’s Board of Directors, or may prepare, in writing, any questions
they deem appropriate regarding the matters included on the Meeting agenda published in the notice of the Meeting, or regarding the publicly
available information that the Company may have filed with the National Securities Market Commission since the immediately preceding General
Shareholders’ Meeting was held or information about the Auditor’s Report.
The Board of Directors must provide in writing, until the day of the General Shareholders’ Meeting, the information or clarifications requested,
and respond to any questions, in writing. Responses to questions and requests for information shall be dealt with by any member of the Board of
Directors expressly authorised by the Board for this purpose, via the Secretary of the Board.
At the General Meeting, the Company’s shareholders may verbally request any information and clarifications they deem necessary about the issues
included in the agenda, and should it be impossible to fulfil the shareholder’s right at that moment, the directors shall be obliged to provide such
information in writing within seven days from the end of the Meeting.
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.
Requesting an addendum to the notice of meeting and the formulation of proposals by shareholders.
Shareholders representing at least five percent of the share capital may request that an addendum to the notice of ordinary general meeting of
shareholders be published, including one or more points on the agenda, provided that they meet the requirements established by law and in the
Articles of Association. Likewise, shareholders who represent at least five percent of the share capital may also, in the time frame established by law,
put forward reasoned proposals on matters already included or which should be included in the agenda of the meeting called.
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 granting representation in 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 representation
Article 13 of the Regulations of the General Shareholders’ Meeting state that all shareholders entitled to attend the Meeting, may be represented
by another party, even if said party is not a shareholder. The representation must be accepted by the representative and must be conferred for each
particular meeting, either using the delegation form printed on the attendance card or on any other form allowed by law.
Representation can also be granted via electronic or online means of communication that duly guarantee the representation and the identity of
the represented party. Representation granted by these means shall be accepted when the electronic document that confers the representation
includes the recognised electronic signature used by the represented party, or another form of signature that provides adequate guarantees of
authenticity and identification of the shareholder conferring representation, and complies with the other requirements legally established at that
time.
44 ANNUAL CORPORATE GOVERNANCE REPORT