Company’s Internal Regulations: By-Laws and Regulations

Corporate Bylaws

The Company’s Bylaws are a set of fundamental rules that establish the operation of the Company. The Company’s Bylaws define basic aspects such as the corporate name, the Company’s purpose, the address, the share capital and the Company’s administration and governance system.

The last amendment to these By-Laws was registered in the Commercial Registry of Madrid on April 17, 2023.

Regulations

Regulation of the general Sharedolders’ meeting

The purpose of the Regulation of the general Shareholders’ meeting is to develop the legal and statutory precepts relating to the organization and operation of the meeting. It regulates aspects such as the constitution and the calling of the Shareholders’ Meeting, as well as the rules for its development.

The last amendment to these Regulations was registered in the Commercial Registry of Madrid on May 27, 2021.

Regulation of the board of directors

The purpose of the Regulation of the board of directors is to establish the principles of action and the basic rules governing the organization, the conduct and the operation of this board. It regulates aspects such as the composition and the operation of the Board of Directors, the appointment and removal of Directors and the regime of the Board of Directors’ Committees.

The last amendment to the Regulation of the Board of Directors was approved by the Board of Directors on December 13, 2023, and registered in the Commercial Registry of Madrid on January 24, 2024.

Regulations of the Audit and Control Committee

The Regulation of the Audit and Control Committee regulates the composition of the Committee, and the requirements for the appointment of its members, and establishes the rules of operation and the assigned responsibilities and functions. It also regulates the rules of interaction of the Committee with the Board of Directors and the Shareholders and the rules of communication with the Statutory Auditor and the Internal Auditor.

The last amendment of the Regulation of the Audit and Control Committee was approved by the Board of Directors on June 30, 2021. 

Regulations of the Nominating, Compensation and Corporate Governance Committee

The Regulation of the Nominating, Compensation and Corporate Governance Committee regulates the composition of the Committee, and the requirements for the appointment of its members, and establishes the rules of operation and the responsibilities and functions assigned, taking into account the recommendations contained in the Code of Good Governance of the Listed Companies.

The last amendment of the Regulation of the Nominating, Compensation and Corporate Governance Committee was approved by the Board of Directors on December 16, 2020.

Internal code of conduct for securities markets issues

The Internal code of conduct for securities markets issues determines the criteria for behaviour and acting in matters related to the Securities Markets, as well as the treatment, use and disclosure of the relevant information, in order to promote the transparency in the development of the Company’s activities and the adequate information and protection of the investors.

The last amendment of the Internal Code of Conduct for securities markets issues was approved by the Board of Directors on May 6, 2020.