Shareholders and Investors
Right of attendance and Right to appoint a proxy
Right of attendance
The General Meeting that is called herein may be attended by shareholders owning at least 250 shares entered in the corresponding register of book entries five days prior to the day scheduled for the Meeting to be held, accredited via the relevant attendance card or certificate issued by any of the Depositary Entities participating in Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, or by any other form accepted by Law.
Subject to the foregoing, holders of a lower number of shares may delegate the representation thereof to another person eligible for attending the Meeting, pursuant to the Law in force, or they may pool their shares together with those of other shareholders in the same situation until reaching the necessary number of shares, appointing as their proxy any person eligible for attending the Meeting. The grouping together shall be done specifically for each Meeting and in writing.
If the shareholder is a legal person, the person attending the General Meeting shall accredit sufficient powers of attorney.
For the purpose of the provisions in Articles 18.bis of the Articles of Association and 16.bis of the Rules of the General Meeting of Shareholders, it hereby is placed on record that attendance of the General Meeting by electronic means shall not be possible.
Right to appoint a proxy
Any shareholder entitled to attend the General Meeting may appoint another person to act as their proxy according to the provisions in the laws in force. The representation, unless otherwise provided by Law, shall be accepted by the proxy and shall be granted specifically for each Meeting: (i) via the filling in and signing by the shareholder asking to be represented of the attendance, delegation and voting card which shall be provided by the entity participating in IBERCLEAR where the shareholder’s shares are deposited; (ii) via the download, filling in and signing of the representation card that is available for shareholders on the Company’s web page (www.deoleo.com ), or (iii) via any other form admitted by Law.
Pursuant to the provisions contained in the Rules of the General Meeting of Shareholders, if the document on which the proxy is appointed does not contain any other voting instructions, the proxy shall vote for the resolution proposals prepared by the Board of Directors regarding the matters included on the Agenda. If there are no voting instructions because the General Meeting shall resolve upon matters which, not being included on the Agenda and hence not being known on the date of delegation, may be subject to a vote at the Meeting, the proxy shall cast the vote as he/she considers most appropriate, bearing in mind the interests of the Company and of the principal. If the proxy document does not indicate the specific person that the shareholder appoints as their proxy, it shall be deemed to have been granted to the Chair of the Board of Directors or to the person replacing him/her as Chair of the General Meeting.
In the event the proxy designated (either expressly or tacitly) by the shareholder on the proxy document is in a situation of conflict of interests and for whatever reason no voting instructions were included on said document by the principal shareholder, the representation shall be understood to have been granted, for the specific matter at issue, to (i) the person who, as the case may be, was designated as the substitute of the shareholder on the delegation document; or (ii), otherwise, if the substitute is likewise affected by a situation of conflict of interests, the Chair of the General Meeting of Shareholders, the CEO and the Secretary of the Meeting, in this order. Attendance of the General Meeting by a shareholder who had delegated [his/her vote] to a proxy shall render void such delegation.
Additionally, the exercise of the right to appoint a proxy shall be governed by the provisions in the Capital Companies Act, in the Company’s Articles of Association and in the Rules of the General Meeting.