Regulations of the General Assembly of Shareholders of Banco de Sabadell, S.A.

Transcription

1 Regulations of the General Assembly of Shareholders of Banco de Sabadell, S.A

2 1. Purpose The present Regulations are intended to determine the principles of action of the General Assembly of Shareholders of Banco de Sabadell, S.A. in the framework of the Corporate Bylaws and the basic rules for their implementation, so as to guarantee the rights of shareholders and transparency in information. 2. Interpretation The present Regulations shall be interpreted in accordance with the applicable norms contained in the laws and in the Bylaws. 3. Modification 1. The present Regulations may only be modified by the General Assembly itself upon the petition of the Board of Directors, subject to a report from the Committee on Audit and Inspection, or from the shareholders themselves, who may formulate their proposals within the timelines and as per the requirements set forth in the penultimate paragraph of the Corporate Bylaws. The proposals to modify the present regulations formulated by the shareholders by virtue of the precept referred to must be included in the agenda of the next General Meeting held by the company in the event that they are not considered congruent with the agenda of the General Meeting at which they are presented. None of this shall restrict the right that Article 42 of the Corporate Bylaws acknowledges to shareholders. 2. In order to be valid, modification of the present Regulations shall require a resolution adopted with the same requirements set forth in the Corporate Bylaws for the modification thereof. 4. Dissemination All shareholders shall be given information on the present Regulations and, as applicable, on their modifications, through the annual Report on Corporate Governance formulated by the Board of Directors and other informative documents placed at the disposal of shareholders in print or by telematic communications. 5. Competencies of the General Assembly The General Assembly, as the organ of decision-making and basic control in the life of the company and as the custodian of shareholders' interests, shall exercise all the competencies attributed to it by Law, by the Corporate Bylaws and by the present Regulations. By way of exception, the Board of Directors may submit those business decisions that it considers significant for the future of the company and the corporate interests to the approval of the General Assembly by virtue of the stipulations set forth in the first paragraph of Article 42 of the Corporate Bylaws. 2

3 6. Types of Meetings 1. General Meetings may be ordinary or extraordinary. 2. An Ordinary General Meeting shall be that which meets within the first six months of each business year for the examination and approval of the management report, the profit and loss accounts, the balance sheet of the previous business year, the proposal for the distribution of profits, and whatever other proposals the Board of Directors may present, by the shareholders. 3. Any other General Meeting shall be considered as extraordinary. 7. Notification 1. Notice of Ordinary General Meetings shall be issued by the Board of Directors. 2. Notice of Extraordinary General Meetings shall be issued by the Board of Directors at its own initiative, or upon the petition of shareholders representing at least 5% of the paid-up corporate capital, along with the other requirements and consequences set forth in Article 42 of the Corporate Bylaws. 3. The resolution of the Board of Directors on the notification of General Meeting shall be adopted with the necessary time in advance to ensure publication of the notification and the shareholders' right to information. 8. Publication of the Notification 1. Notifications shall be made by means of an advertisement published in the Bulletin of the Trade Register and in one of the newspapers of greatest circulation in the province, at least one month in advance of the date set for the Meeting, whenever the Law or the Corporate Bylaws do not establish a longer timeline. 2. Announcements of notifications shall reflect place, date and time of meeting, for both first and second call - between which the minimum interval provided for in the Corporate Bylaws and the applicable regulations should be observed - all the matters reflected in the meeting agenda; requirements for attendance to the General Meeting; content and modalities for the exercise of shareholders' rights to information, and the list of the documents placed at their disposal. 3. Shareholders representing at least five percent of the corporate capital may request that an addendum to the notification of the General Meeting of Shareholders be published to include one or more points of the Agenda. This right must be exercised through certified notice, which must be received at the company domicile within the five days following the publication of the call. The addendum to the call must be published fifteen days in advance of the date set for holding the Meeting. 4. Without prejudice to what is set forth in Articles 46 and 47 of the Corporate Bylaws, shareholders may have access over the corporate website to the content of the documents placed at their disposal, as well as to the literal content of the resolutions proposed and their justification submitted by the Board of Directors for the approval of the General Meeting concerned. 3

4 9. Proposals for Resolution Presented by Shareholders 1. Shareholders representing at least ten percent (10%) of the paid-up corporate capital may present duly signed proposals for resolution, provided that such proposals are directly related to the meeting agenda. 2. These proposals must be presented at least 10 days before the date set for holding the General Meeting and shall be qualified by the Board of Directors within the 48 hours following their receipt. Should these meet the requirements demanded by the present precept, the Board of Directors shall proceed to the reading of such proposals at the pertinent point of the agenda, along with the proposal for resolution prepared by the Board of Directors itself. Where the proposals are contradictory, the approval by the General Assembly of the proposal presented by the Board of Directors shall simultaneously imply the rejection of the alternative proposal(s). Should both proposals be complementary, they shall be submitted separately and successively to a vote, beginning with the proposal formulated by the Board of Directors. 3. Should the Board of Directors reject a proposal for resolution presented by the shareholders as not being considered directly related to the agenda, the rights corresponding to the shareholders may be freely exercised by them. 4. The Board of Directors shall see to it that proposals for resolution formulated by shareholders may also be presented over the corporate website, through which same means the Board of Directors may communicate its decision regarding their acceptance or rejection to the signatory shareholders and, as applicable, inform the other shareholders of their content, without prejudice to the guarantees of authenticity and security. 10. The Right to Attendance and Representation 1. Shareholders holding shares representing at least one hundred (100) euro of paid-up corporate capital registered in the Register of Shareholders of the Company five days prior to the date of a Shareholders' General Meeting at the first call shall have the right to attend it. Shareholders holding shares that do not come up to the minimum expressed may group together to constitute the minimum and delegate their representation to any of their members or, as applicable, to another shareholder who, in keeping with what is set forth in the Corporate Bylaws and in the present Regulations, has the right to attend the Meeting. 2. For admission to the General Meeting, shareholders with the right to attend must request the pertinent admission or attendance card from the Secretariat up to five days before the date on which the Meeting is held at the first call; this shall be issued in their name and shall be personal in character. Without prejudice to the shareholder's request, in order to facilitate his/her participation in the General Meeting, the Board of Directors may send all the registered shareholders the admission card referred to, referred to, entitling the bearer to attend under the terms set forth in the Corporate Bylaws and in the present Regulations. 4

5 3. The attendance card shall reflect the number of votes corresponding to the holder thereof, to the proportion of one vote for each one hundred (100) euro of paid-up corporate capital in shares of any of the series or types that s/he holds or represents. 4. The right to attend and the corresponding right to vote may be exercised by the shareholder personally or by delegation. Whoever holds a general power of attorney issued as a public document by a shareholder, with the authority to administer all the assets of his/her principal in the national territory may likewise represent him/her. Minors must be represented by their guardians or legal representatives, and corporations or companies shall be represented by those who exercise their legal representation, the person holding such representation being obliged to specify this. 5. The delegation of the right to attend and the right to exercise the corresponding vote should be reflected at the bottom or on the back of the attendance card. Likewise, this card must contain or be attached to the Agenda. Proxies must be signed by the shareholder, provided that the shareholder's signature is authenticated or is recognized by the Bank. The shareholder may formulate express instructions regarding the content of his/her vote for each of the points on the Agenda. The absence of express instructions shall empower the representative to exercise such right to vote under the terms that s/he freely decides. 6. Should a shareholder send the company an attendance card with duly signed proxy to vote without reflecting the name of the proxy, the representation conferred by the shareholder shall be exercised by the Chairman of the Board of Directors and, should this not be a shareholder, by any Board Member who holds such status. 7. Without prejudice to what is set forth in Article 107 of the Law on Corporations, if the proxy is issued as indicated in the preceding point or in favour of the Board of Directors or in favour of its Chairman without express instructions on voting, it shall be understood that the decision of the shareholder is to vote affirmatively to all proposals as the Board of Directors may formulate. 8. When, in the judgment of the Board of Directors, the guarantees of authenticity and necessary legal security exist, mechanisms for delegation through electronic media may be made available. Shareholders who have made use of the delegation of vote by electronic systems may express the direction of their vote for each of the points on the Agenda, by this same medium. 9. Proxies or delegations shall be conferred with special character for each Meeting, shall only be valid for the same meeting, and may always be revoked. The personal attendance of the represented party at the Meeting shall be considered a revocation. 10. The company's board members and consultants and all those other persons that the Chairman of the Meeting may consider convenient may attend the General Meetings with a voice and without a right to vote. 11. The members of the Board of Directors and, as applicable, the Secretary or Deputy Secretary who is not a board member must attend the General Meetings held by the Company. 5

6 12. Likewise, the external Auditors of the company must attend Ordinary General Meetings and those other meetings in which the Board of Directors consider their presence necessary, owing to the proposals submitted for approval by the Assembly. 11. The Offices of Chairman and Secretary 1. Presiding the Meeting falls to the board member designated by the Board of Directors, and in the absence of this, upon the Chairman of the Board. 2. It falls to the Chairman to moderate the proceedings of the Meeting, granting and denying the floor in accordance with the Corporate Bylaws and the Law, putting an end to interventions when s/he considers the proposals for resolution submitted for voting to the General Assembly sufficiently clarified. 3. The Secretary of the General Meeting shall be the Secretary of the Board of Directors or the person who assumes his/her functions as set forth in Article 55 of the Corporate Bylaws. It falls to the Secretary to draw up the minutes and issue the pertinent certificates, approved by the Chairman. 4. The Chairman and Secretary of the Meeting may intervene at any moment thereof in order to explain and inform or expound upon the proposals in the Agenda or to respond to the questions about these that may be formulated by the persons attending the meeting. 5. The Chairman may delegate the function of responding to shareholders' questions or explaining the information facilitated to the Assembly to any member of the Board of Directors where these deal with affairs pertaining to the competencies assumed by the board member within the Board of Directors or within its Delegate Committees. 12. Constitution of Quorums 1. Before dealing with the Agenda, the list of attendees shall be drawn up, expressing the character or representative capacity of each and the number of shares with which they are attending, whether owned by them or by others. At the end of the list, the number of shares that are present or represented shall be determined, as well as the amount of the paid-up capital corresponding to those shares. The list of attendees shall be attached to the minutes by way of an appendix signed by the Secretary with the approval of the Chairman. 2. In drawing up the list of attendees, the Board may use information systems or such systems of another nature as to make greater expediency possible, with the maximum assurance of security and authenticity. In these cases, a codicil of identification on the computer support shall be issued, signed by the Secretary with the approval of the Chairman. 3. The General Meeting shall be considered as validly constituted at first call if the attendees who are present or represented hold at least twenty five percent (25%) of the subscribed capital with voting rights. The Meeting shall be validly constituted upon the second call, whatever the amount of the capital attending. 4. The attendance of shareholders owning at least fifty percent (50%) of the capital subscribed with a right to vote, whether present or represented, at 6

7 the first call, shall be necessary for the Ordinary or Extraordinary General Meeting to validly resolve upon the issuance of obligations, increase or reduction of capital, transformation, merger or separation of the Company, any modification in the Corporate Bylaws, and other cases in which the laws or the Corporate Bylaws so require. At the second call, the attendance of twenty five percent (25%) of said capital shall be sufficient. 5. Once the quorums referred to in the preceding sections are attained, the Chairman shall declare the Meeting validly constituted and shall open the session. Should the quorums referred to not be attained, it shall be proper: a) As applicable, to hold the meeting upon the second call; or b) To issue a new call to General Meeting if the Board considers this admissible. 13. Progress of the Meeting 1. Once the Meeting has been constituted, this may begin with an intervention from the Chairman of the Board of Directors setting forth the general lines of progress of the Bank and its projects for the future to the attendees, all this with express reference to the general context in which the activity of the group has taken place. 2. When, as applicable, the intervention of the Chairman of the Board of Directors has finished, the Chairman, in Ordinary General Meetings, shall cede the floor to the Board Member who is to present the annual accounts and the other documents making up the point of the Agenda concerning the approval of these. Shareholders may address questions to the Audit Committee so that it may report on the matters of its competence. 3. The Secretary of the Meeting shall proceed to read each of the proposals for resolution submitted for voting to the General Assembly. This latter may relieve the Secretary from the said duty if the proposal for resolution has been placed at the disposal of the shareholders with sufficient time in advance and the Assembly itself considers the full reading of the proposal referred to as unnecessary. 4. Before submitting each resolution proposal included in the Agenda to a vote, there shall be an interval for questions so that the shareholders may obtain complementary information or the clarifications they deem necessary in relation to the points on the Agenda or make proposals. During this same interval, response must be given to the questions formulated by the shareholders, in writing and prior to the holding of the General Meeting. Any shareholder who wishes to request that their intervention is recorded literally in the Minutes of the Meeting must submit it at this time in writing to the Notary taking part, so that he/she may check it when the intervention of same takes place. The Board is obliged to provide the information requested by the shareholders in their written or verbal petitions, unless in the judgment of the Chairman of the Meeting, the revelation of the data requested is damaging to corporate interests. This exception shall not be admissible if 7

8 the petition is supported by shareholders representing at least one fourth of the corporate capital. 5. The Board will establish the order of intervention of the shareholders. All interventions of shareholders must be allocated the same time, which shall be set initially by the President, who will ensure that it is equal for everyone. In virtue of the powers held by the Chairman, he/swhe may: a) extend the time initially allocated to each shareholder for their intervention, if he/she sees fit. b) request the shareholders intervening for clarifications or extensions of questions that they have raised and that have not been sufficiently explained or understood during the intervention. c) indicate to the shareholders intervening the need to adjust their intervention to the issues of the Meeting itself. d) warn the shareholders intervening that they may not exercise their right of intervention in an abusive manner. e) indicate to the shareholders intervening that they are near the end of the time for their intervention, if appropriate, withdrawing the right to speak from any shareholders who do not respect the time for intervention allocated or who alter the proper order of the progress of the Meeting. 6. Once the round of questions has finished in the opinion of the Chairman, the Assembly shall proceed to vote upon the pertinent resolution proposal, for which purpose the procedure shall begin with the expression of the votes contrary to the proposal. Next, abstentions shall be counted, and lastly, it shall be understood that the remaining votes are affirmative. In order to count the votes, the Board of Directors may resort to reliable information systems that may be examined by any shareholder with voting rights. 7. If the affirmative votes are manifestly sufficient to approve the proposal for resolution concerned, the Chairman shall declare it approved, without prejudice to the reflection of the exact result of the votation in the minutes. Only the proposals reflected in the minutes as approved shall be understood as conclusively approved. 8. In no case shall the Chairman permit any further intervention once the voting on each resolution proposal has begun. 14. On Voting 1. Resolution proposals shall be approved by the simple majority of valid votes cast where the Corporate Bylaws or the laws do not provide for a special or reinforced majority. 2. In General Meetings held with the attendance of shareholders representing less than fifty percent (50%) of the subscribed capital with voting rights, the resolutions referred to in Article 44 of the Corporate Bylaws and Article 12.4 of the present Regulations may only be validly adopted if the votes in favour are at least two thirds of the votes validly cast. 3. The maximum number of votes that a shareholder may cast is ten percent (10%) of the votes to be cast at the General Meeting concerned, regardless of the number of shares that s/he holds. The shares corresponding to other holders who may have delegated their 8

9 representation to such a person shall not be counted in determining this maximum number of votes, without prejudice to likewise applying the same limit of ten percent (10%) individually to each of the shareholders represented. The limit established in the present section shall also be applicable to the number of votes that two or more shareholding companies belonging to one and the same group of entities may cast by way of maximum, jointly or separately, as well as the number of votes that a physical or legal shareholder and the entity or entities, likewise shareholders, directly or indirectly controlling that shareholder may cast. For the purposes set forth in the preceding paragraph, in order to consider that a group of entities as well as the situations of control indicated beforehand exist, the provisions contained in Article 4 of the Law on the Securities Exchange, or the provisions that, as the case warrants, may substitute it, shall be observed. 4. Where appropriate, the foregoing limitation shall not be applicable to the Deposit Guarantee Fund in Banking Establishments. 5. Whenever possible, the Board may arrange for voting mechanisms by post or through the use of electronic systems, with the necessary guarantees for legal security and for the authenticity of the expressed will of shareholders. 15. On the Minutes of the General Meeting 1. The minutes of the Meeting may be approved by the Assembly itself after holding such meeting or, by default and within an interval of 15 days, by the Chairman of the Meeting and two administrators designated by the General Assembly itself, in the applicable terms of Article 49 of the Corporate Bylaws. 2. The Board of Directors may require the presence of a Notary Public to draw up the certificate of the General Meeting, and shall be obliged to proceed in this manner whenever requested to do so five days in advance of the date projected for the General Meeting, by shareholders representing at least one percent of the corporate capital. The honoraria of the Notary Public shall be borne by the company. The notary public's certificate shall be considered as minutes of the General Meeting and, as such, shall be registered in the minutes book of the company. 3. The minutes, approved in any of the forms indicated, shall have executive validity starting from the date of their approval. 4. The authority to certify the minutes and the resolutions of the General Meeting corresponds to the Secretary of the Board of Directors or, in his absence, the Vice Secretary, who shall always issue these with the approval of the Chairman of the Board of Directors or, as the case calls for, of a Vice Chairman. 5. The resolutions adopted by the General Meeting shall be binding upon all the shareholders whether or not they attended, barring those rights of challenge and separation granted by the law, as the case warrants. 9

10 16. Duration The present Regulations shall be of an undefined duration until such a time as the General Assembly of Shareholders sees fit to modify or annul them. 17. Final Provision In everything that is not provided for by these Regulations, the Corporate Bylaws and the precepts of the Law on Corporations shall be applicable. 10