REGULATIONS FOR THE GENERAL SHAREHOLDERS MEETING OF ZELTIA, S.A.

Transcription

1 REGULATIONS FOR THE GENERAL SHAREHOLDERS MEETING OF ZELTIA, S.A. These Regulations of the General Shareholders' Meeting of ZELTIA, S.A. submitted to its approval, seek to assemble and systematize, in one comprehensive and sufficiently developed text, all aspects relative to the call, organization and development of the General Meeting, in order to offer a framework to the shareholder that ensures and facilitates the exercise of his rights with respect to the sovereign body of the company, giving particular consideration to the shareholder's right to information and participation in deliberations and votes, endeavoring the maximum dissemination possible of the call and the proposed resolutions submitted to the General Meeting, in order to ensure the maximum transparency and efficiency in the formation of will and decision-making by the General Meeting. ZELTIA, S.A. thus implements another of those features which characterize the modern corporate governance structure of major listed companies; in doing so, it follows not only the trend in other countries of the European Union, but also the recommendations made by the Special Committee of Experts which, commissioned by the Spanish Government, presented on 8 January 2003 its Report for the Fostering of Transparency and Security in the Markets and in Listed Companies, known as the Aldama report. These recommendations, at least in part, have been incorporated into Act 26/2003 of 17 July, known as the Transparency Act, which amends both the Revised Text of the Corporations Act and the Securities Market Act. The Company adds to the above those requirements which derive from its own experience in the preparation and holding of its General Meetings. CHAPTER I.- I THE GENERAL SHAREHOLDERS' MEETING ETING Article 1. Types of Shareholders' Meetings. 1. The Shareholders' Meeting may be Ordinary or Extraordinary, and will in all cases be governed by the applicable rules, the Bylaws and these Regulations. 2. The Ordinary Shareholders' Meeting must be called for this purpose and must necessarily be held within the first six months of each year to grant discharge from liability, approve the financial statements for the previous year, if appropriate, and decide on the application of income. Any other Shareholders' Meeting will be an Extraordinary Shareholders' Meeting.

2 3. An Ordinary Shareholders' Meeting with the agenda referenced in the preceding paragraph may be called and held jointly with an Extraordinary Shareholders' Meeting to deliberate and decide on any other matters that fall within the powers of the Shareholders' Meeting. Article 2. Authority of the Shareholders' Meeting 1. The Shareholders' Meeting, as the Company's sovereign body, will have authority to deliberate and decide upon all matters reserved to it by the law and the Bylaws and, in general, on all matters within its legal scope of authority that are submitted to it at the request of the Board of Directors or of the shareholders themselves as provided by law. The following, among other matters, are within the powers of the Shareholders' Meeting: a. To decide on the approval of the separate and consolidated financial statements and the application of income, as well as to consider and, where appropriate, grant discharge from liability to the Board of Directors. b. To appoint, re-elect and terminate members of the Board of Directors, ratifying, as appropriate, any that were appointed temporarily by the Board by cooptation. c. To appoint and, where appropriate, re-elect the auditors, as well as to revoke their engagement in those cases envisaged by law. d. To amend the Bylaws. e. To decide to increase or decrease capital, issue bonds, change the company's form, merge, spin off or dissolve the company, and to authorize or delegate the execution and adoption of resolutions to the Board of Directors in the terms envisaged by law. f. To authorize the acquisition of treasury stock in the secondary market. g. To override or limit the pre-emptive subscription right. h. To decide on a change of form, merger, demerger, and assignment en bloc of the assets and liabilities, and the transfer of the domicile to another country. i. To dissolve the Company. j. To approve the final liquidation balance sheet. k. To resolve on any matters submitted to it by the Board of Directors for authorisation. CHAPTER II.- GENERAL MEETING CALL AND SUBSEQUENT INFORMATION Article 3. Faculty and obligation to call

3 1. The Board of Directors will call an Ordinary General Meeting to take place within the first six months of each year. 2. The Board will likewise call an Extraordinary General Meeting whenever deemed advisable for company interests. It should also be called when requested by a number of shareholders holding at least 5% of the share capital, indicating in the request those matters to be addressed during the Meeting. In such case, the Meeting should be called to take place within thirty days of the date on which the directors are requested to call it, and the Board of Directors will be responsible for preparing the Agenda, which should necessarily include those matters that were the subject of the request. Article 4. Public notice of meeting 1. The Shareholders' Meeting will be called by means of a notice published in the Official Bulletin of the Mercantile Registry and on the company's web site, or, if there is no web site, in one of the newspapers with the largest circulation in the province where the Company is domiciled and with the advance notice that is applicable under the regulations in force at any given time. A copy of the notice of the meeting must be sent by the Company to the governing bodies of the markets on which the Company is listed. The notice of the meeting must also be filed as a regulatory disclosure with the National Securities Market Commission. 2.The notice of the meeting will indicate the name of the Company, the date and time of the meeting at first call and the business to be transacted. It may also indicate a date on which the Meeting will take place at second call, if necessary. At least twenty-four hours must elapse between the first and second calls. The announcement will indicate the place and the time at which all documentation with regard to the meeting that is required by law or the Bylaws will be placed at the disposal of the shareholders, without prejudice to the fact that shareholders may request and receive that documentation free of charge. 3. If the Shareholders' Meeting, duly called, does not take place at its first call and no second call was provided for in the announcement, the second call must be announced with the same requirements regarding publicity as the first one within fifteen days from the date of the Meeting that did not take place, giving eight days' advance notice. 4. Shareholders representing at least five per cent (5%) of the capital stock may request the publication of a supplement to the notice of Shareholders' Meeting which adds one or more items to the agenda. This right may be exercised by means of certifiable service of notice at the company's registered offices within five days from the date of publication of the notice. The supplement to the notice must be published at least fifteen days before the date scheduled for the Shareholders' Meeting. If the supplement to the notice is not published by the legal deadline, the Meeting will be null and void

4 Article 5. Information on the calling of the General Meeting announced through the Company s web site 1. The Company s web site, in addition to including the notice in which the Meeting is called and the documents placed at the disposal of the shareholders along with such call, will be required to mention the shareholders right to request the delivery or sending of such documentation free of charge, to provide information regarding the rules of access to the Meeting, and to indicate the procedure for obtaining the attendance card or certificate issued by any legally-authorized organization, or any other form of accreditation of shareholder status and of the right to attend the Meeting acceptable under current legislation. Information is also to be provided with respect to other aspects of interest for the monitoring of the Meeting, such as whether or not there is to be a simultaneous translation service, or whether there is to be an audio-visual broadcast of the General Meeting. 2. As from the date of public announcement of the notice calling the General Meeting, the Company is to include in its web site all information required by current legislation, including the text of all resolution proposals which have been approved by the Board of Directors to date for submission to the General Meeting, or which, where appropriate, have been presented by the shareholders who requested the calling of the Meeting, in the form and subject to the conditions required by law. Article 5 bis. Electronic Shareholders' Forum 1. Upon notice being given of a Shareholders' Meeting, so as to facilitate communication between shareholders and the Company, an Electronic Shareholders' Forum will be established on the Company's web site which may be accessed by shareholders of the Company and the voluntary associations of shareholders established and registered in the special register created by the National Securities Market Commission (CNMV). 2. In accordance with the rules governing the Forum, shareholders may publish proposals they plan to present as supplements to the announced agenda, requests for support for such proposals, initiatives to reach the percentage required to exercise minority rights envisaged by law, and proxy offers or solicitations. 3. The Board of Directors will establish the rules governing the functioning, scope and duration of the Forum, as well as the guarantees, requirements and conditions for access, registration, consultation and use, in accordance with the applicable regulations. Article 6. Right to information as from the date notice is given of a Shareholders' Meeting 1. From the moment that notice is given of the Ordinary Shareholders' Meeting, any shareholder may obtain from the Company, immediately and free of charge, at the registered offices, and on the Company's web site, the financial statements, proposed application of income, directors' report and auditors report, as well as the consolidated financial statements and directors' report, if they exist. 2. Likewise as of the date of notice being given of the Ordinary or Extraordinary

5 Shareholders' Meeting, shareholders may examine in the registered offices and on the web site the proposed resolutions, reports and other documentation that must be placed at their disposal in accordance with the law and the Bylaws, as well as the text of any other proposals that the Board of Directors has approved by that date or that have been submitted by the shareholders who requested the Meeting in the manner and cases required by law. Where allowed by law, shareholders may also request the delivery or shipment, free of charge, of the full text of the documents placed at their disposal in the registered offices. 3. From the day on which notice is given of the Shareholders' Meeting through to and including the seventh day prior to the date scheduled for the Meeting at first call, shareholders may request in writing such information or clarifications as they consider necessary, or pose in writing such questions as they consider appropriate, in relation to the items on the agenda. Within that same period, and in the same form, the shareholders may request information or clarification or present questions in writing with regard to the publicly-accessible information submitted by the Company to the National Securities Market Commission (CNMV) since the last Shareholders' Meeting. All these requests for information may be submitted by delivering the pertinent request at the Company s registered offices or by sending it to the Company by mail. If an electronic communications procedure is envisaged in the notice of Meeting, these requests for information may also be submitted in the form of an electronic document, which must bear the requesting party's registered electronic signature or such other features as have been approved beforehand by the Board of Directors to this effect such as to give sufficient assurance of the authenticity and identity of the shareholder who is exercising this right; the information on such mechanisms must be posted on the Company s web site. The request submitted by the shareholder must indicate his/her full name and accredit the shares that he/she owns so that this information can be checked against the list of shareholders and numbers of shares registered in their names provided by the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. or any other pertinent body for the purposes of the Shareholders' Meeting in question. The onus will be upon the shareholder to demonstrate that the request was sent to the Company in the correct form and within the deadline. The Company s web site will provide such explanations as may be necessary for the exercise of the shareholder s right to information, in the terms envisaged in applicable legislation. The Directors must furnish the information that is requested in accordance with the preceding paragraphs in the manner and within the periods stipulated by the Law, except when (i) the information has been requested by shareholders representing less than twenty-five per cent (25%) of share capital and its public disclosure could, in the opinion of the Chairman, prove detrimental to the company s interests; (ii) the request for information or clarification does not relate to matters on the agenda, or to the publicly-accessible information presented by the Company to the National Securities Market Commission since the last Shareholders' Meeting; (iii) the information request is considered abusive for any reason; or (iv) there are legal or regulatory provisions on the basis of which the information may not be supplied

6 The Board of Directors may empower any of its members or its Secretary to respond to shareholders' requests for information on behalf of the Board Article 7. Right of attendance tendance and representation 1. The General Meeting may be attended by shareholders who, either individually or in conjunction with other shareholders, hold at least one hundred shares, provided that these shares are registered in their names in the corresponding book-entry share register five days prior to the holding of the Meeting and they can demonstrate this by presenting the corresponding attendance card or certificate issued by any legallyauthorized organization, and or any other form of evidence acceptable under current legislation. Attendance cards are to be nominative and are to be issued at the request of the interested party, either directly by the Company itself through the office of its Secretary General, or through the organizations by which the accounting registers are kept, and may be used by the shareholders as a document granting powers of representation for the purposes of the Meeting in question. The Company may propose to the aforementioned organizations the format for the attendance card to be issued to the shareholders - every effort being made to ensure that the cards issued by such organizations are uniform and include a bar code or other feature enabling them to be read electronically, to facilitate the computerized counting of the persons attending the Meeting, and the formula that such document should confirm to for the delegation of powers of representation at the Meeting. 2. The members of the Board of Directors will be required to attend the General Meetings, although the absence or one or more directors will not affect the quorum. The Chairman may authorize the attendance of any person deemed advisable, although the General Meeting may withdraw such authorization. 3. Any shareholder entitled to attend may arrange his representation at the General Meeting through another shareholder likewise entitled to attend. Such powers of representation should be formalized in writing or, where appropriate, by means of remote communications systems in accordance with the pertinent stipulations of these Regulations, and are to be formalized specifically in respect of each particular Meeting. This representative authority will be understood to be without prejudice to the provisions of the Law in cases of family representation and when general powers of attorney have been granted. In any event, in cases of voluntary representation as well as those of a legal or public request for representation it will not be possible to have more than one representative in the General Meeting. The representation is always revocable. Personal attendance to the General Meeting of the represented party shall be deemed as a revocation. The General Meeting call may provide that any delegations of shareholder representation should be in possession of the Company, if this is possible, at least

7 hours prior to the date and time of the General Meeting in its first call, indicating the name of the representative. 4. In cases in which a public representation request is made, the document in which the powers of representation are formalized should contain or carry attached as an appendix the agenda, plus the request for instructions as to the exercising of voting rights and indication of how the representative is to vote if no precise instructions are given. A public request will be deemed to have been made when a single individual acts as representative for more than three shareholders. The delegation of powers may also extend to points not included in the agenda indicated in the notice calling the Meeting but which, by Law, are allowed to be addressed by the Meeting. If no voting instructions exist because the General Meeting is going to resolve on matters that, by legal provision, do not need to be included in the agenda, the representative should issue the vote that he deems is most favorable to the interests of his represented party. If the represented party has given instructions, the representative may vote differently if circumstances arise that were unknown when the instructions were provided and a risk exists of harming the interests of the represented party. In the two last cases, the representative should inform the represented party immediately in writing to explain the reasons for the vote. In the event of any director having presented a public representation request and finding himself/herself in a situation of conflict of interests at the time of exercising the voting rights corresponding to the shares represented in relation to the resolution proposal being voted upon, the delegation of powers for the purposes of such voting will be deemed to have been made in favour in the Non-voting Secretary or, if the Secretary is a voting Board Member, to the Vice-Secretary. This rule is to be included in the notice in which the Meeting is called and announced on the Company s web site and will be applicable whenever the shareholder represented has not issued instructions to the contrary. 5. The Chairman and the Secretary of the General Meeting will have the broadest of powers permissible by Law to accept as valid the document or other means of accreditation of powers of representation. They may only consider invalid those which fail to meet the minimum essential requirements, and only when the deficiencies present cannot be corrected. Article 8. Quorum 1. The General Meeting will be quorate, in its first call, when shareholders that are either present or represented hold at least fifty percent of the subscribed capital with voting rights. In the second call, the General Meeting will be quorate regardless of the percentage of capital in attendance. For the General Meeting to validly decide to increase or reduce capital, amend the Bylaws in any way, issue bonds, override or curtail the pre-emptive right to subscribe - 7 -

8 for new shares, change the corporate form, merge, demerge, transfer assets and liabilities en bloc or move the corporate registered offices to another country, the shareholders present or represented in the second call must represent at least twentyfive percent of the subscribed capital with voting rights. When shareholders representing less than fifty per cent of the subscribed voting capital are in attendance, the adoption of the decisions referred to in the preceding paragraph will require the favourable vote of two-thirds of the capital in attendance, whether present or represented. 2. The contents of this article are understood to be without prejudice to any reinforced constitution or voting quorums that may be established by Law or the Articles of Association, as well as by the means for passing resolutions envisaged in Article 26 of the Articles of Association. 3. Absences of shareholders arising once the Meeting has been declared to be quorate will not affect the quorum. 4. In the event that the law or the Bylaws require the attendance of a particular percentage of share capital to validly approve a resolution with respect to one or more of the items on the agenda for the General Meeting and such percentage is not met, the General Meeting will confine itself to discussing those items on the agenda which do not require such percentage of capital for a valid resolution to be passed. Article 9. Organization, Chairmanship and Meeting Committee 1. The General Meeting will be chaired by the Chairman of the Board of Directors and, in the absence thereof, by the first Vice President or the following ones in order or, in the absence thereof, by the board member with the greatest seniority and, in the event of equal seniority, the eldest one. The Chairman will be assisted by a Secretary, who will be the Secretary of the Board of Directors and, in the absence thereof, by the Vice Secretary, if there is one and, otherwise, by the board member with the least seniority and, in the event of equal seniority, the youngest one. If the Chairman or Secretary of the General Meeting must leave after the meeting has been called to order, their functions will be assumed by the appropriate persons in keeping with the above paragraphs, and the Meeting will continue. 2. The Meeting Committee will be comprised of those members of the Board of Directors that attend the meeting. 3. General Shareholders' Meetings may be held in several rooms if the Meeting Committee deems that there are justified grounds for this. In this case, audiovisual intercommunication aids should be installed to ensure the simultaneity and unity of - 8 -

9 the meeting act. 4. As shareholders join the meeting by means of the corresponding certification and, providing this is possible, they will be given the proposed resolutions to be submitted by the Board to the decision of the General Meeting, without necessarily including any documentary attachments if these exist. Article 10. Drafting the list of attendees 1. Attendance cards and proxies will cease to be accepted at the time at which the Shareholders' Meeting is scheduled to begin unless the Chairman considers that, due to exceptional circumstances, it is necessary to delay the start of the meeting for a period not to exceed one hour in order to endeavour to establish the conditions necessary to hold the meeting. Those seeking to attend the meeting after that time may do so, but will not be deemed to be in attendance at the Shareholders' Meeting for the purpose of the list of attendees. 2. Before the meeting addresses the matters on the agenda, a list of attendees will be drawn up, expressly stating the capacity in which they attend and the shares that they hold or represent. The list of attendees may be drawn up in a file or on computer media. In the latter case, the specific media used must be stated in the minutes and the sealed case or medium itself must bear a certificate of identification and the signature of the Secretary of the Shareholders' Meeting, countersigned by the Chairman. At the end of the list, the number of shareholders, either present or represented by proxy, will be calculated, as well as the amount of the capital that they hold, specifying the capital that corresponds to shareholders with voting rights. Notwithstanding the foregoing, the minutes of the Meeting will indicate the number of shareholders present with voting rights, indicating how many attend in person and how many by proxy, as well as the percentage of share capital represented by each. 3. If the Chairman deems it necessary, he may appoint one or more tellers to assist the platform in preparing the list of attendees and, as necessary, the tallying of votes, or may engage a specialised company to perform these functions, informing the Shareholders' Meeting of this once the meeting has been declared quorate and called to order; the tellers or the company in question may use such personnel and other resources as may be necessary to discharge their duties. 4. During the Shareholders' Meeting any shareholder with the right to attend may consult the list of attendees but in so doing may not delay or postpone the normal transaction of business once the Chairman has called the meeting to order. CHAPTER III.- COURSE OF THE GENERAL SHAREHOLDERS' MEETING - 9 -

10 Article 11. Start of the session and requests for shareholder intervention 1. Once the list of attendees is prepared the Chairman or, where appropriate, the Secretary, will publicize any data relative to the number of shareholders with voting rights that are personally in attendance and those that are represented, with an indication of their stakes in the share capital, and will declare the General Meeting as validly constituted. Next, if the presence of a Notary has been requested to keep a record of the Meeting, the floor will be granted to him so that he may ask the attendees if they have any reservations or protests on the data set forth or on the valid constitution of the General Meeting, indicating that those who wish to formulate these should do so by means of a statement before the Notary himself indicated for the record in the minutes of the meeting. 2. After this, the Secretary will read the points comprising the agenda as per the General Meeting call and the Chairman will invite any shareholders wishing to take part in the General Meeting to request information or make another statement to go before the tellers attending the Meeting Committee or the Notary, where appropriate, to note their identification data and number of shares they hold or represent for the record, by means of their attendance card or corresponding certificate. Article 12. Shareholder er interventions 1. Upon the conclusion of the preceding phase, the Chairman of the Meeting and those persons authorized by him, including the Chairmen of the Board Commissions or Committees, where advisable on the basis of the items on the agenda, will take the floor in order to give their respective reports. Next, the Chairman will grant the floor to any shareholders that have asked to intervene, in the order to be determined beforehand by the Secretary. 2. The time initially assigned to shareholders for each intervention will be five minutes, although the Chairman of the Meeting may grant an extension. 3. During the Shareholders' Meeting, shareholders may verbally request information or any clarifications they deem necessary as well as make any statements they deem appropriate, all of which must be germane to the business on the agenda. As provided by law, it is the Chairman's duty to respond to such requests for information although, when he deems it advisable given the nature of the information, he may delegate this function to the Chairman of the corresponding Board Commission or Committee, to any person on the platform or to the expert that he deems appropriate. If the information requested is not available during the meeting, the directors must provide it in writing within seven days following the conclusion of the Shareholders' Meeting. In any case, the directors will not be obligated to provide the information when, in the opinion of the Chairman, making it public could be damaging to the company's interests. This exception will not apply, however, when the request for information has the support of shareholders representing at least one-quarter of the company s capital. The responses to the shareholders will be issued by resolution of the Board of Directors or, where

11 appropriate, by any of the directors or by the Secretary of the Board when expressly authorized to do so. 4. Likewise, and in view of the proposed resolutions delivered to them prior to the meeting, shareholders may make alternative proposals regarding any point on the agenda during their interventions, except for those cases where the law requires that the proposals be made available to shareholders at the company's registered offices at the time notice is given of the Shareholders' Meeting. Furthermore, in the course of their interventions, they may propose resolutions on matters within the scope of the Shareholders' Meeting to debate and decide, even if they are not on the agenda. 5. Shareholders that want the entire content of their intervention to be placed on record must request this expressly and deliver the written text of their remarks to the platform and the Notary, if one is present, before speaking, to enable the printed remarks to be checked and added to the minutes. Article 13. Chairman faculties 1. The Chairman is responsible for conducting and maintaining the debate within the limits of the agenda, terminating this when, in his opinion, the topic has been sufficiently debated. 2. In the exercise of his duties of managing and organizing the General Meeting, the Chairman will have the following faculties, among others: a. To organize the development of shareholder interventions in the terms envisaged in the preceding article. b. To resolve, where appropriate, to extend the time initially available to the shareholders for their interventions. c. To moderate shareholder interventions, with the ability to ask them to confine themselves to the agenda and to observe suitable decorum in their intervention. d. To call any shareholders to order when their interventions take place in terms that are obviously obstructionist or when these are aimed at disrupting the normal development of the General Meeting, with the ability to order the corresponding security services to expel any shareholder from the meeting that seriously disrupts the development of the session e. To withdraw the floor when the time assigned for each intervention has concluded or when, in spite of the warnings made under the aegis of paragraphs c and d above, the shareholder persists in his conduct, with the ability to adopt the appropriate measures for ensuring the normal course of the General Meeting, even ordering the expulsion of any shareholders that seriously disrupt the development of the session. f. To proclaim the voting results personally or, where appropriate, via the Secretary. g. To deny the information requested by the shareholders in those cases envisaged in

12 sections 6.3. and of these Regulations, when it is deemed that the publicity thereof could be damaging to company interests, unless such request is supported by shareholders representing at least one fourth of the capital. h. To resolve any questions that may arise during the development of the General Meeting regarding the rules set forth in these Regulations. Article 14. Voting and passing of resolutions 1. Approval of resolutions requires the favourable vote of the majority of the capital with voting rights that is present or represented in the Shareholders' Meeting, without prejudice to any higher levels for quorum and approval established by law and the Bylaws, or to the contents of Article 26 of the Bylaws with regard to the approval of resolutions. The process for passing resolutions will take place in accordance with the rules established below: 2. Following the debate, the proposed resolutions will be put to the vote. Resolutions will be voted in the order in which they appear on the agenda set out in the notice of meeting; if proposals have been made with regard to matters within the scope of the Shareholders' Meeting but not on the agenda, they will be voted after the matters on the agenda. 3. Proposals will be read aloud by the Secretary, although this formality may be dispensed with if no shareholder objects, and then voted upon; first come the proposals made in each case by the Board of Directors; if there are none, the proposals by other parties will be put to the vote in the order established by the Chairman. In any event, once a proposal is passed, all other proposals on the same subject that are incompatible with it will automatically lapse and will not be put to the vote. 4. The procedure for counting votes on resolutions will be as follows: a) In the case of resolutions relating to items on the agenda, all the shares attending the meeting, either in person or by proxy, will be deemed to be in favour of the proposal, except for: i) votes whose holders or proxies inform the tellers, meeting assistants or notary, in writing or in person, that they are voting against, casting a blank vote, or abstaining, and ii) votes whose holders voted against the proposal, cast a blank vote or abstained using the distance communication means referred to in section 8 of this article. b) In the case of resolutions relating to items not on the agenda, all the shares attending the meeting, either in person or by proxy, will be deemed to be against the proposal, except for votes whose holders or proxies inform the tellers, meeting assistants or notary, in writing or in person, that they are voting in favour, casting a blank vote, or abstaining

13 5. Without prejudice to the provisions of the previous section, and in the light of the circumstances in each particular case, the Meeting platform may adopt any other system for counting votes provided that it makes it possible to verify that the requisite number of votes required for approval are obtained and to place the outcome on record in the minutes. In this connection, if the Chairman sees fit, votes on the proposals referred to in the preceding section may be taken by a show of hands, and resolutions may even be passed by general assent of the Shareholders' Meeting, although those shareholders (or their representatives) who wish to abstain, to vote against the resolution or cast a blank vote or have their opposition recorded, or place on record the fact of their having left the Meting prior to the vote on the proposal in question, may make this known to the Notary (or, otherwise, to the Secretary) or their assistants so that, following verification of such shareholder s identity and the shares which he/she owns or represents, note can be taken for the purposes of inclusion in the minutes. Also, in any event, votes validly cast by distance communication means and not subsequently revoked will also be counted. 6. Regardless of the system used for determining the vote, once the meeting platform has determined that a sufficient number of favourable votes have been cast in order to achieve the necessary majority in each case, the Chairman may declare the corresponding motion to have been passed. 7. For the purposes of the preceding sections, shares attending the Meeting will be considered to be those reflected in the attendance list less any whose holders or representatives have left the Meeting prior to voting and placed this fact on record with the Notary. Moreover, in the case of the decisions referred to in Article 514 of the Spanish Capital Companies Act, the computation of attending shares will also exclude shares in respect of which the Directors may not exercise voting rights pursuant to that rule, except where the delegation to the Secretary, who is not a director, provided in the final paragraph of Article 7.4 of these Regulations is not applied for any reason. In the case of matters not included on the agenda, shares attending by distance communication means will not be counted as being in attendance. 8. The following rules apply when casting votes and granting proxy by distance communication means: a) Shareholders entitled to attend and vote may cast their votes in respect of proposals regarding items on the agenda either by ordinary mail or through electronic communications systems, in accordance with the stipulations of the Bylaws, these Regulations and such supplementary or implementing rules as may be established by the Board of Directors. Votes may be cast by postal mail by sending to the Company the attendance card issued by the Company or by the organizations entrusted with book-entry registration, without prejudice to such other requirements and conditions as may be

14 established by the Board of Directors in accordance with the provisions of section b) of this article. Voting by means of electronic communications systems will require a recognised electronic signature and such other guarantee features as the Board of Directors may consider appropriate to ensure authenticity and the identity of the voting shareholder, also without prejudice to such other requirements and conditions as may be established by the Board of Directors in accordance with the provisions of section b) of this article. Votes cast by any of the means envisaged in this section 1) must be received by the Company 24 hours prior to the day and time scheduled for the Shareholders' Meeting at first call. Otherwise, the vote will be null and void. Shareholders entitled to attend the Meeting who vote using distance communication means in accordance with this section a) will be deemed to be in attendance for the purposes of the quorum of the Shareholders' Meeting in question. The Board of Directors is authorised to elaborate upon the provisions of section a) above, establishing rules, means and procedures that are appropriate to the current state of technology and the forms, conditions, limitations and requirements which it considers appropriate to complement the rules envisaged in these Regulations for voting by distance communication means. Once the various bodies involved in the custody of listed securities or other entities involved in the workings of the securities market have developed a system for voting by distance communication means that offers full guarantees as to the identity of the person casting the vote and such person s status as a shareholder of the Company, the Board of Directors will decide the specific point in time as from which the shareholders may vote at the Shareholders' Meeting using such distance communications means. The Board of Directors will publish, on the Company s web site, the rules which elaborate upon and complement the system established in the Shareholders' Meeting Regulations and indicate the point in time as from which shareholders may vote at the Shareholders' Meeting by means of distance communications means. b) In particular, the Board of Directors may regulate the use of guarantee mechanisms other than the electronic signature for the purpose of voting electronically in order to guarantee authenticity and the identity of the voting shareholder; it may also reduce the period in advance of the Shareholders' Meeting that is stipulated in section a) above for the reception by the Company of votes cast by postal or electronic mail. In any event, the Board of Directors will adopt such measures as may be necessary to avoid cases of duplication and ensure that persons who have cast their votes by ordinary or electronic mail are duly authenticated in accordance with the provisions of Article 11 of the Bylaws. c) The provisions of sections a) and b) above will apply likewise to the granting of proxy for the Shareholders' Meeting using electronic communications or any other distance communication means

15 d) In accordance with the provisions of the Bylaws, a shareholder s attendance in person at the Shareholders' Meeting will have the effect of revoking any vote that shareholder may have cast by ordinary or electronic mail. Similarly, the attendance in person at the Shareholders' Meeting of a shareholder who granted proxy will have the effect of revoking any proxy granted by electronic communications systems or any other distance communication means envisaged in the Shareholders' Meeting Regulations. Article 15. Adjournment and minutes of the General Meeting 1. Upon the conclusion of the vote on the proposed resolutions, the General Meeting will come to an end and the Chairman will adjourn the meeting. 2. The minutes may be approved by the General Meeting itself at the end of the session or, otherwise, within a period of fifteen days by the Chairman and two referees, one in representation of the majority and the other of the minority, appointed by the General Meeting at the Chairman's proposal once the General Meeting is declared to be quorate. The directors may engage a notary to attend and minute the General Meeting, and they are obliged to do so if so requested by shareholders representing at least 1% of share capital with five days' advance notice prior to the Meeting. The notarial minutes will be the official minutes of the General Meeting and will not require approval by the attendees or referees. CHAPTER IV.- EXTENSION AND SUSPENSION OF THE GENERAL SHAREHOLDERS' MEETING Article 16. Extension of the duration of the Meeting 1. Upon a proposal by the Chairman or at the request of shareholders representing one quarter of capital present at the General Meeting, those attending may resolve to extend the Meeting sessions by one or more consecutive days. If the successive sessions are, for organisational reasons, to be held at a place other than that at which the first session was held, such other place will be determined, if possible, at the time of resolving upon the extension; if this is not possible, it will be communicated as soon as it is determined using an adequate means of communication which is to be specified in the extension resolution. However many sessions may take place, the understanding will be that there is but a single Meeting, a single set of Minutes being drawn up for all the sessions. Repeated compliance at the successive sessions with the requirements of the Law, of the Articles of Association or of these Regulations for the quorum will therefore be unnecessary. 2. Only those shareholders included in the Attendance List will be entitled to attend and vote at the successive sessions held owing to the extension of the Meeting. Shares corresponding to shareholders included in the Attendance List but who are absent from subsequent sessions will not be deducted and will continue to be counted in the computation of the majority required for the passing of resolutions. However, any

16 shareholder intending to be absent from subsequent sessions may, if he/she/it wishes, make such intention known to the tellers and other assistants of the Meeting Committee or, where appropriate, to the Notary, indicating the way in which he/she/it votes in respect of the proposals included on the agenda Article 17. Temporary suspension of the Meeting 1. In exceptional circumstances, in the event of situations arising which have a substantial impact on the proper order of the Meeting or temporarily prevent it from continuing in normal conditions, the Meeting Committee may decide to suspend the session for the time required the maximum being one hour to try to restore the conditions required for its continuation. In this case, the Chairman may implement such measures as he/she considers necessary to prevent the repetition of circumstances which might once again upset the proper running and order of the Meeting, including the instruction that those shareholders who have seriously disrupted the progress of the Meeting be removed from the venue. 2. In the event that the situation which led to the temporary suspension persists once the session has been resumed, the Chairman may ask the Board of Directors if an absolute majority of the members of such Board are on the Meeting Committee to propose to those attending that the Meeting be extended to the following day, in which case the provisions of the preceding Article will apply. If such extension is not agreed to, or cannot be resolved upon for any reason, the Chairman of the Board, following consultation with the Meeting Committee, may decide to suspend the Meeting definitively, or to continue with it, in which case the resolution proposals in respect of the points on the agenda presented by the Board of Directors or by the shareholders up to that time will be submitted directly for approval by the Meeting, provided that the following requirements are met: a) Any shareholder has been able to exercise his right to information as from the call of the Meeting and the Company has furnished the corresponding information and documentation in accordance with applicable legal provisions and stipulations of the Articles of Association. b) The approval of all or any of the proposals regarding matters included on the agenda is of evident importance to the company s interests, or the definitive suspension of the Meeting could result in serious damage to such interests. c) It may reasonably be presumed that the situation which gave rise to the suspension of the Meeting will reocurr upon resumption of the session. When the Meeting proceeds directly to vote upon the resolution proposals in accordance with the provisions of this section, the shareholders may request of the Meeting Committee, where appropriate, or of the Notary, or in writing to the Directors, such information as they consider appropriate with respect to the matters included on the agenda, in which case the Directors will be required to respond to such requests in writing within a seven-day period counted as from the day on which the Meeting ends, without prejudice to the restrictions established in Article 6.3 of these Regulations

17 CHAPTER V.- V PUBLICATION OF THE RESOLUTIONS Article 18. Publication of the Resolutions 1. Regardless of the means of publicity that are legally or statutorily required in each case, the shareholders may learn of the resolutions passed by the General Meeting in the Company's web page, in which the entire text thereof will be published. 2. Furthermore any shareholder may at any time obtain a certificate of the resolutions passed and a copy of the minutes of the General Meeting. 3. Any registrable resolutions will likewise be presented for their entry in the Mercantile Register and publication in this Register's Official Gazette. Article 19. Notification of the resolutions When provided by Law, the Company will notify the text of the resolutions passed to the National Securities Market Commission and to the stock exchange operating companies of the markets on which it is listed. The notice will be made in the shortest period possible and, in all cases, within the period established for this purpose. CHAPTER VI INTERPRETATION, TERM AND MODIFICATION OF THE REGULATIONS Article 20. Interpretation These Regulations complete and develop the contents of the Articles of Association with regard to the General Shareholders' Meeting, and should be interpreted in accordance with these and any legal provisions applicable thereto. Article 21. Term and modification These Regulations will be applicable as of the first General Shareholders' Meeting that takes place following the one in which they are approved. The Board of Directors may propose amendments to these Regulations to the General Meeting whenever it considers this to be necessary or advisable, in which case the proposal must be accompanied by the corresponding report justifying for the proposed amendment. Such amendments as may be made over time will come into force as from the time of their approval by the General Meeting