Instructions for attending the General Meeting, either physically or telematically, as well as proxy and voting by remote means of communication.
ORDINARY GENERAL MEETING OF SHAREHOLDERS – JUNE 2022
RIGHT TO ASSISTANCE
In accordance with the Articles of Association and the Regulations of the General Shareholders’ Meeting, the General Shareholders’ Meeting may be attended by shareholders (or their representatives) who, at least five (5) days prior to the date on which the General Shareholders’ Meeting is held on first call, have their shares registered in the corresponding book-entry registers and prove this by means of the appropriate attendance card or certificate issued by one of the depositary entities participating in Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S. A. Unipersonal (Iberclear). A. Unipersonal (Iberclear).
PARTICIPATION IN THE GENERAL MEETING IN RESPONSE TO THE CURRENT PUBLIC HEALTH RISK SITUATION ARISING FROM THE COVID-19 PANDEMIC
In the exceptional context derived from the situation generated by the Covid-19 pandemic and the measures in force with the aim of preserving the general interests and the health of people, the Board of Directors is informed that the regulations in force regarding the use of masks are contained in Royal Decree 286/2022, of 19 April, which modifies the obligatory use of masks during the health crisis situation caused by COVID-19, without prejudice in any case to respecting the safety distance of 1.5 metres. In any case, it is not ruled out that, depending on the evolution of the situation, other additional measures may be in force at the time of the General Shareholders’ Meeting that will affect the capacity, or that may in some way limit physical attendance or the requirements to be met for physical attendance at the General Shareholders’ Meeting. In any case, it will be necessary to comply with the health regulations that may be in force at the time of the General Meeting and with the hygiene and prevention measures that may be established in the premises where the General Meeting will be held. Shareholders are therefore reminded and recommended to exercise their voting and proxy rights prior to the General Meeting by remote means of communication or to attend the General Meeting by telematic means, in accordance with the terms set out in this notice, thus avoiding as far as possible physical attendance at the place where the General Meeting will be held.
In order to guarantee the identity of the attendees, the correct exercise of their rights and the proper development of the meeting, shareholders (or their representatives) who wish to use the telematic attendance mechanisms must register prior to the holding of the Meeting and in any case before 23:59 hours on 27 June 2022, by sending an e-mail to the address firstname.lastname@example.org, attaching a copy of the attendance and proxy card and a copy of their national identity card or passport. In the event that the shareholder has appointed a proxy, the proxy must send the online attendance request to the address indicated above, including a copy of the attendance and proxy card duly completed and signed by the shareholder(s), as well as a copy of the proxy’s national identity card or passport. In the case of a shareholder that is a legal entity, the legal representative must send an e-mail to the aforementioned address attaching a copy of the attendance and proxy card issued by its depositary entity in the name of the shareholder, duly completed and signed, in addition to a copy of the power of attorney accrediting his/her status as proxy for the purposes of attending the Meeting, and a copy of the proxy’s national identity card or passport.
Once validated and accepted, requests for online attendance will be confirmed by e-mail with instructions on how to access the online attendance platform on the day of the Meeting.
In the event that the General Meeting is held on second call, only shareholders and proxy holders who complete the registration and accreditation process indicated above may attend, speak, request information, make proposals and vote at the General Meeting of Shareholders in the manner provided for in this announcement.
Shareholders (or their proxy representatives) who participate in the General Shareholders’ Meeting by means of electronic attendance and who wish to participate therein and, if applicable, request information or clarifications in writing or ask questions in writing regarding the matters included on the agenda, the information accessible to the public that has been provided by the Company to the National Securities Market Commission since the holding of the last General Shareholders’ Meeting and regarding the auditor’s report, may do so through the electronic attendance platform as from 10:00 a.m. on the day the General Shareholders’ Meeting is held and up to the time when the question and answer period begins during the course of the meeting: 00 a.m. on the day the General Meeting is held and until the beginning of the Question and Answer period during the course of the meeting.
Interventions, requests for information and, if appropriate, proposals, where applicable, must be submitted in writing through the link provided for this purpose on the online attendance platform from 10:00 a.m. until 12:00 noon on the day of the General Meeting, and only one written submission per registered attendee is possible. In the event that shareholders and proxies wish their intervention to be recorded in the minutes of the meeting, they must clearly and expressly indicate this in the heading of their written submission.
Requests for information or clarification validly made by attendees by telematic means shall be answered verbally during the General Shareholders’ Meeting or in writing to the interested party within seven calendar days following the end of the meeting.
Shareholders (or their proxy representatives) participating in the General Shareholders’ Meeting by means of online attendance may vote on the proposed resolutions corresponding to the items on the agenda through the link and voting form provided for such purpose on the online attendance platform from the time of access until such time as voting on the proposed resolutions commences in the premises where the meeting is held. Proposed resolutions corresponding to items not included on the agenda may be voted on from the time they are read for voting until such time as voting is completed, which shall be duly indicated during the course of the Meeting. The same rules on voting and adoption of resolutions provided in the Bylaws and the Regulations of the General Meeting shall apply to those attending in person as to shareholders attending in person, and it shall be understood that they wish to vote in favour of the respective proposals made by the board of directors, unless they change their vote through the link provided for this purpose on the online attendance platform.
Shareholders (or their proxy) attending by telematic means who wish to expressly state their intention to leave the General Meeting so that their vote is not counted, must do so by sending an electronic communication through the link available for this purpose on the telematic attendance platform available on the Company’s website (www.grupoamper.com). Once the express wish to leave the meeting has been communicated, all subsequent telematic actions shall be deemed not to have been carried out.
Remote attendance of shareholders shall prevail over votes cast remotely and proxies granted prior to the General Meeting.
In relation to remote attendance, the Company shall not be liable for any damages that may be caused to the shareholder or proxy holder as a result of the occasional unavailability of its website, or any other connection failure or any other eventuality of the same or a similar nature, beyond the Company’s control, without prejudice to the adoption of the measures required in each situation, including the possible temporary suspension or extension of the General Meeting. The Company reserves the right to modify, suspend, cancel or restrict the mechanisms for proxy-granting and voting by remote means of communication, as well as for telematic attendance at the General Meeting, when technical or security reasons so advise or require. Should any of these events occur, they shall be announced on the Company’s corporate website. All of the above without prejudice to the validity of the proxies already granted, of the votes already cast and of the shareholders’ rights of attendance and representation.
It is also reminded that any shareholder entitled to attend may appoint another person as proxy, even if not a shareholder of the Company, or cast his vote by remote means in advance, as mentioned in this announcement.
Finally, it is hereby stated for the record that, in the event that on the date of the General Meeting the competent authorities issue new restrictions on movement and meetings that prevent the holding of general meetings in person in the Autonomous Community of Madrid, these could have an impact on the number of persons who may physically attend the General Meeting or even determine that the General Meeting must be held exclusively by telematic means and without the physical attendance of shareholders, proxy holders or guests. In this event, the company reserves the right to make the necessary modifications to the notice of call in view of the circumstances or regulatory changes that may arise, and to provide the necessary technical systems to facilitate the attendance of the chairman and secretary of the general meeting, the other members of the board of directors and the notary required to draw up the minutes of the meeting, by audio or video conference. All these measures are compatible with compliance with corporate obligations and fully guarantee shareholders’ voting rights.
The broadcasting of the Meeting in real time will begin on second call at 12:00 noon on 29 June 2022, and will be accessed through the online attendance platform. Previously accredited shareholders will receive an email with instructions on how to access the platform.
The deadline for connection will be 12:15 p.m. on 29 June 2022. After that time, no shareholder will be able to participate telematically in the Meeting and will only be able to access the Meeting as a guest in order to follow the Meeting.
RIGHT OF REPRESENTATION
Any shareholder entitled to attend may be represented at the General Meeting by another person, even if such person is not a shareholder, in accordance with the requirements and formalities required by law. The proxy must be granted in writing and specifically for each General Meeting.
Representation may be revoked. Attendance in person or by telematic means at the meeting of the shareholder represented shall be deemed to be revocation of the proxy granted.
Unless the shareholder granting the proxy expressly indicates otherwise, it shall be understood that he/she is giving precise voting instructions in favour of the proposed resolutions formulated by the board of directors on the matters included on the agenda and in the negative in relation to any matter which, not appearing on the agenda, and therefore being unknown at the date of granting the proxy, may be submitted to a vote at the General Shareholders’ Meeting. If the proxy form does not indicate the specific person to whom the shareholder grants his proxy, it shall be deemed to be granted in favour of the chairman of the board of directors of the Company or whoever, as the case may be, replaces him as chairman of the general meeting of shareholders. If the appointed proxy should find himself in a conflict of interest in the voting on any of the proposals, whether on or off the agenda, submitted to the General Meeting of shareholders and the proxy has not given precise voting instructions, the proxy shall be deemed to be granted to the secretary of the General Meeting of shareholders.
RIGHT TO VOTE
Shareholders entitled to attend may exercise their voting rights by the following means:
- Attendance in person or by proxy, in person or by proxy, at the General Meeting.
- b) Electronic means.
Prior to the meeting, shareholders may cast their vote by sending an e-mail to email@example.com, enclosing a copy of the attendance and proxy card sent by their depositary and a copy of their identity document.
Voting by electronic means must be received by the Company before 23:59 hours on 27 June 2022. Shareholders who cast their vote in the terms indicated in this notice shall be deemed to be present for the purposes of constituting the Meeting. Consequently, proxies issued previously shall be deemed revoked and those granted subsequently shall be deemed not to have been granted.
- c) Postal correspondence.
In order to vote by postal correspondence, the attendance card clearly stating the identity of the shareholder, the number of shares held and the direction of the shareholder’s vote on each item on the agenda must be sent to the Investor Relations Department, located at the registered office, in a sealed envelope.
In order for the postal vote to be valid, it must be received at the registered office within twenty days from the date of the call of the General Meeting of Shareholders.
The vote may only be cancelled:
(i) by subsequent express revocation by the same means used for the issue and within the period prescribed for the issue; or
(ii) by attendance at the meeting of the issuing shareholder; or
(iii) by the sale of the shares, the ownership of which confers the voting rights, of which the Company is aware at least five days before the date set for the General Meeting. The vote may only be revoked:
In accordance with the provisions of articles 197 and 520 of the Capital Companies Act, as well as article 18 of the General Meeting Regulations, shareholders may request from the Board of Directors, in writing up to the fifth day prior to the date scheduled for the General Meeting of Shareholders, or verbally during the meeting, the information or clarifications they deem necessary regarding the items on the agenda or the information accessible to the public that the Company has provided to the National Securities Market Commission since the holding of the last General Meeting of Shareholders or regarding the auditor’s reports.
They may exercise their rights by calling the shareholder helpline (+34 91 724 30 00), by e-mail to firstname.lastname@example.org, or by writing to the registered office.
Pursuant to article 539.2 of the Capital Companies Act and since the publication of the call to meeting, the Company has enabled the corresponding “electronic shareholders’ forum” on its website.