English

Right of attendance and Right to appoint a proxy

 

RIGHT OF ATTENDANCE 

Pursuant to the provisions in Article 18 of the Articles of Association of the Company and in Article 12 of the Regulations of the General Meeting of Shareholders, the General Meeting that has been called may be attended by those holding at least 250 shares entered in the corresponding register of book entries five days prior to the date on which the Meeting is to be held, accrediting this by means of the relevant attendance card or a certificate issued by any of the Depository Entities participating in Sociedad de Gestión de los Sistemas de RegistroCompensación y Liquidación de Valores, S.A. (Iberclear), or by any other legally accepted means. 

Subject to the foregoing, holders of a smaller number of shares may delegate the representation of their shares to another person who meets the conditions to attend the Meeting, pursuant to the provisions in the laws in force, as well as grouping together with other shareholders in the same situation until adding up the necessary shares, appointing as their proxy any person Meeting the conditions to attend the Meeting. The grouping of shares shall be done specifically for each Meeting and shall be set down in writing.  

If the shareholder is a legal person, the person attending the General Meeting shall accredit that they have sufficient powers of attorney. 

As stated at the beginning, shareholders may exercise their right of attendance in person, or they may be represented at the General Meeting of Shareholders by another person, under the terms stated below in this notice of Meeting, in an exclusively telematic manner. 

 

RIGHT OF REPRESENTATION 

Any shareholder entitled to attend the General Meeting may appoint another person as their proxy pursuant to the provisions in the laws in force. Unless it is legally provided otherwise, the appointment must be accepted by the proxy and shall be made in writing specifically for each Meeting: (i) by filling in and signing, by the shareholder appointing a proxy, of their attendance, vote delegation and voting card, said card to be furnished by the entity participating in IBERCLEAR where their shares are deposited; (ii) by downloading, filling in and signing the proxy card available for shareholders on the Company’s web page (www.deoleo.com); or (iii) by any other means accepted by Law. 

In conformity with the provisions in the Regulations of the General Meeting of Shareholders, if the document on which the proxy is appointed does not contain 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 has to resolve upon matters which, since they were not on the Agenda and hence were not known on the date when the vote was delegated, may be subject to a vote at the Meeting, then the proxy shall cast a vote in the manner they consider most appropriate, taking into consideration the best interests of the Company and of their principal. The same shall apply to any proposal(s) subject to the decision of the Meeting where they were not prepared by the Board of Directors. 

If the representation document does not indicate the specific person appointed by the shareholder as their proxy, the proxy shall be deemed to be the Chair of the Board of Directors or the person substituting as the Chair of the General Meeting. 

In the event the proxy designated (whether expressly or tacitly) by the shareholder on the representation document is in a situation of conflict of interest and for whatever reason said document does not contain voting instructions given by the principal shareholder regarding the resolution at hand, the proxy shall be deemed to have been granted, for the specific matter at issue, (i) to the person who, as the case may be, the shareholder designated as a surrogate in the delegation document; or (ii) otherwise, if the surrogate is likewise in a situation of conflict of interest, to the Chair of the General Meeting of Shareholders and to the Secretary of the Meeting, in that order.  

Telematic attendance of the General Meeting by a shareholder who delegated to a proxy will render invalid the delegation given prior to the Meeting. 

Additionally, exercise of the right of representation shall be governed by the provisions in the Capital Companies Act, in the Articles of Association and in the Regulations of the General Meeting.