Voting by proxy
Any qualifying shareholder may be represented by another person at General Meetings, even if such other person is not a shareholder. With prejudice to the terms of Article 108 of the Ley de Sociedades Anónimas, proxy, which shall be specific to each General Meeting, shall be granted in writing or by means of remote communication specified by the management body in the notice, and provided that the requirements of such notice have been met and in any event shareholder and proxy identities are duly assured. When proxy is granted by means of remote communication, it will only be treated as valid when granted:
(i) By post, by sending the attendance and voting card issued by the organisation(s) responsible for keeping the book entries, signed and completed by the shareholder, or other written means that, in the opinion of the Board of Directors by prior resolution, allows the identities of the shareholder and proxy to be duly verified.
(ii) By electronic means of remote communication duly authenticated to ensure validity of proxy and shareholder identity. Proxy granted by these means shall be accepted if the relevant electronic document includes a legally recognised electronic signature as used by the shareholder, or any other type of signature that, in the opinion of the Board of Directors by prior resolution, provides adequate assurance of authenticity of the shareholder granting proxy.
In order to be valid, proxy granted by any of the remote communication means specified in (i) and (ii) above is to be received by the Company no later than 24 hours before the day immediately preceding the date scheduled for the General Meeting on first call. The Board of Directors may establish a shorter period under the provisions of the Articles of Association.
In addition, proxy forms for General Meeting shall include at least the following details:
(i) Date and Agenda of the General Meeting.
(ii) Shareholder and proxy identities. By default, proxy is granted to the Chairman of the Board of Directors, Chief Executive Officer or Board Secretary, or any other member of the governing body specifically established for these purposes at each calling.
(iii) Number of shares held by shareholder granting proxy.
(iv) Instructions on which way the shareholder granting proxy wishes to vote on each of the items on the Agenda.
The Chairman, Secretary of the General Meeting or persons appointed through him or her shall be deemed authorised to determine the validity of proxies granted and whether requirements for attending the General Meeting have been met.
Proxy is understood to be without prejudice to statutory provisions on family proxy and granting of power of attorney.