Shareholders who hold at least 300 shares registered in their name in the appropriate book entries register five days prior to the date of the General Meeting, and who evidence that fact by means of the appropriate attendance card or named certificate issued by one of the member entities of the body that manages that register, or in any other manner permitted by the Spanish legislation, are entitled to attend the General Meeting.
Without prejudice to the foregoing, shareholders who do not hold the minimum number of shares required are entitled, at any time, to give a proxy to vote those shares, to a shareholder entitled to attend the General Meeting, or to pool shares with other shareholders in the same situation until the necessary shares are pooled, appointing in writing one of such shareholders as proxy.
Any shareholder who is entitled to attend the General Meeting may give a proxy to any other person, including a non-shareholder. The proxy must be given specifically for each General Meeting, either using the proxy form printed in the attendance card or by any other means permitted by law, and complying with Section 187 of the Companies Act (Ley de Sociedades de Capital) regarding the appointment of a relative as a proxy and the grant of general powers of attorney.
The documents containing proxies for the General Shareholdersâ€™ Meeting must set forth the instructions regarding the manner of voting, provided that, where no express instructions are given, it shall be understood that the proxy-holder must vote in favor of the proposed resolutions submitted by the Board of Directors regarding the matters on the agenda, and shall vote in such direction as he deems most appropriate, taking into account the corporate interest and that of the shareholder granting the proxy, in relation to any other matters that are not included in the agenda and are thus unknown on the date that the proxy is granted but which may be submitted to a vote at the General Shareholders' Meeting.
If the proxy appointment does not indicate the specific person whom the shareholders appoints as their proxy, the proxy powers are deemed to be granted to the chairman of the Board of Directors or to the person chairing the Meeting in its place.
The appointment of a proxy is revocable at all times. Personal attendance of the appointing shareholder at the General Meeting revokes the proxy.