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| Shareholders General Meeting
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| The General Meeting is convened whenever the Board of Directors so deem convenient, or when requested by one or more Shareholders owning shares that correspond to at least 5% of the share capital. |
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| Main Powers of the General Meeting: |
a. To deliberate about the annual management report and accounts;
b. To deliberate about the distribution of the annual results;
c. To make a general appraisal of management and supervision;
d. To elect the members of the board of directors and of the fiscal board;
e. To decide on the remuneration of board members, either directly or through a remuneration committee which it elects for the purpose;
f. To deliberate about the issue of any class of shares, whether ordinary or preference shares, as well as about the issue of bonds convertible into shares (the Board of Directors may deliberate on the issue of the remaining bonds);
g. To deliberate about the acquisition and disposal of own shares;
h. To deliberate about any changes to the memorandum of association, including capital increases and decreases, merger and demerger operations, or the company's transformation or dissolution.
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Ordinary General Meetings should meet within three months of the date of the closing of the year or within five months of the same date in the case of companies that are obliged to present consolidated accounts.
General Meeting resolutions can only be passed by a majority of votes. However, resolutions concerning changes in the by-laws, merger, demerger, transformation or winding up of the company and other matters for which the law requires a qualified majority corresponding to a given percentage of the share capital or voting rights, must be approved by two thirds of the votes expressed, whether the Meeting is held on first or second call.
General meetings can only be attended by holders with voting rights whose shares are registered in their name on the fifth business day prior to the date of the meeting.
Each 100 (one hundred) shares are entitled to one vote. However, Shareholders owning less than this number of shares may form a group so as to complete the required number or a higher number and nominate one representative from among the group.
Voting rights may be exercised by post, as described in Convening notices to General Meetings.
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