Description of the General Meeting’s operative
The General Shareholders' Meeting is governed as described in the law, the Statutes and the Regulations of the General Meeting, which complete and develop the legal and statutory regulation in matters relating to their call, organization, constitution, celebration and development as well as the exercise of rights to information, attendance, representation and voting rights of shareholders.
The shareholders decide in General Meeting, by majority vote, on matters that are of its competence. All shareholders, including dissidents and those who have not participated in the meeting, will be subject to the resolutions of the General Meeting, without prejudice to the rights and actions that the law recognizes them.
General Meetings of Shareholders may be ordinary or extraordinary. It is defined as ordinary the meeting that, after call, must be held within the first six months of each year, to review corporate management and, where appropriate, approve the accounts of the previous year and decide on the distribution of profits.
All other Boards shall be considered extraordinary. However, the General Meeting, even if called with the character of ordinary, may also deliberate and decide on any matter within its jurisdiction that has been included in the agenda of the call.
The Authority Directors must convene the Annual General Meeting to be held within the first six months of each year. In addition, the Authority Directors may call Extraordinary General Meeting whenever they deem it appropriate for social interests. Another reason for convening it is when requested by shareholders representing at least five percent of the share capital, stating in the request the matters to be discussed in it. In this case, the Authority Directors shall convene the General Meeting within the period legally provided for this purpose, drawing up the agenda including issues that have been the subject of application.
The call for both ordinary to extraordinary Meetings will be held by means of a notice published in the corporate website with at least one month before the date of the meeting.
The notice shall state the date of the meeting on first call, all matters to be dealt with and, when required by law, the right of shareholders to examine the registered office and, where appropriate, to obtain, for free and immediate, the documents to be submitted to approval of the Board and technical reports established by law. It may also state the date on which, if appropriate, the Board will meet on second call. Between the first and the second call, should mediate at least 24 hours. In the case the call does not include a venue, it is understood that the Board has been convened to be held at the registered office.
The General Meeting will be validly constituted to discuss any matter, without prior notice, if all the paid-up capital is present and attendees unanimously accept the holding of the Meeting and the agenda.
The Universal Board, to which the preceding paragraph is referred, may be held in a different municipality from that in which the company has its registered office, both nationally or abroad.
They shall be entitled to attend the General Meeting all Shareholders who have their shares registered in the corresponding accounting register of book entries five days before the date on which the Meeting is held and this can be accredited by displaying the corresponding certificate or, where appropriate, attendance card. Any shareholder entitled to attend may be represented at the General Meeting by another person not being a shareholder, in the manner and with the requirements of the Law for Capital Societies. Technicians and other persons interested in social affairs may also attend the General Meeting. Statute administrators must attend the General Meetings.
The Chairman and Secretary must be part of the Board of Directors, or in case of absence, those agreed by the Board of Directors.
General Meeting minutes will be extended in the book kept for the purpose. The minutes may be approved by the General Meeting or, if not possible, within fifteen days by the Chairman and two auditors, one representing the majority and another the minority.