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Right of attendance and Right to appoint a proxy
RIGHT TO ATTEND
The following may attend the general meeting convened the holders of at least 250 shares registered in the corresponding record of book entries five days in advance to the meeting date, who must identify themselves by means of the relevant attendee card or certificate issued by any of the Depository Entities participating in the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores (Spanish Central Securities Depository), or by any other legally accepted means.
Notwithstanding the foregoing, holders of a smaller number of shares may delegate their representation to another person who meets the conditions to attend the meeting, in accordance with the provisions of legislation in force, or group together with other shareholders who are in the same situation until they reach the required number of shares, conferring their representation to any person who fulfils the attendance requirements. The grouping shall be carried out on a special basis for each meeting and shall be recorded in writing.
Where the shareholder is a legal person, the attendee to the general Meeting shall certify his or her sufficient representative powers.
For the purposes of the provisions of article 18. bis of the Articles of Association and 16. bis of the General Shareholders’ meeting Regulation, it is noted that General meeting attendance by electronic means will be possible, in the way indicated below in this announcement.
RIGHT OF REPRESENTATION
Any shareholder who has the right to attend the general meeting may be represented by another person in accordance with the provisions of legislation in force. Representation, unless otherwise provided, shall be accepted by the representative and shall be conferred in writing specifically for each meeting, through (i) the completion and signing by the shareholder who grants his or her representation of the attendance, delegation and voting card, that will be provided by the entity participating in IBERCLEAR in which the shares are deposited, (ii) by downloading, completing and signing the representation card that is available to shareholders on the company website (www.deoleo.com) or (iii) in any other manner permitted by law.
In accordance with the provisions of the General Shareholders’ meeting Regulation, if the document in which the representation is conferred does not contain voting instructions to the contrary, the representative shall vote in favor of the proposals for agreements made by the Board of Directors on the matters included on the agenda. If there are no voting instructions because the general meeting needs to resolve on matters which, not appearing on the agenda and, therefore, being ignored on the date of delegation, may be voted on at the meeting, the representative shall vote as he or she deems appropriate, in accordance with the interest of the company and the person represented. The same shall apply where the relevant proposal or proposals submitted to decision have not been formulated by the Board of Directors.
If the document granting representation does not indicate the concrete person to which the shareholder is granting this representation, this representation will be understood to be granted to the President of the Board of Directors or whomever substitutes him or her as President of the General Meeting.
In the case that the representative appointed (whether expressly or tacitly) by the shareholder in the document granting representation is found to be in a situation of conflict of interest, and for whatever reason, the aforementioned document does not include voting instructions from the shareholder represented for the agreement in question, the representation will be understood to have been granted, for the concrete matter in question, to (i) the person whom, when applicable, the shareholder has designated as a substitute in the representation document; or (ii) in other cases, or if the substitute is also affected by the situation of conflict of interest, to the President of the General Meeting of Shareholders and the Secretary of the Meeting, in this order.
Where the shareholder who has delegated his or her representation attends the general shareholders’ meeting, such delegation is rendered invalid.
In addition, the exercise of the right of representation shall be governed by the provisions of the Capital Companies Act, the Articles of Association and the Regulations of the general meeting.