General Meeting information

Procedures of communication

Communications from the shareholders to the Company may be made by ordinary correspondence addressed to the central offices of the latter:

Corporación Financiera Alba, S.A.
Calle Castelló nº 77, 5º Planta
28006 – Madrid
or by email addressed to: alba@corporacionalba.es

Regulation of the General Shareholders’ Meeting

Consolidated text of the Regulations of the Shareholders Meeting, incorporating to the text approved on 22 May 2003 (registered with the Companies Register on 6 October 2003), the modifications approved by the General Shareholders’ Meetings, being the last one passed on 21 June 2021 (pending registered with the Companies Register).

Regulation of the General Shareholders’ Meeting

Shareholders information rights

Regarding the right to information of shareholders and other information that can be provided to them, note that various provisions of the Rules of the General Meeting of the Company, adopted on May 22, 2003 and amended on several occasions, the later on 21 June 2021, relate to these issues.

Following the precepts transcribed related to information rights:

«Article 7. Right to information

1. 1. Up until the fifth day prior to that scheduled for the General Meeting to be held, or verbally during the meeting itself, shareholders may request from the Directors, with regard to the matters included on the Agenda, any information or clarification that they might deem necessary, or may submit any written questions they might deem relevant.Valid requests for information, clarifications and questions submitted in writing, and the written responses provided by the Directors, will be posted on the Company’s website.The shareholders may likewise request information or clarification or submit written questions as regards publicly available information provided by the Company to the National Securities Market Commission since the last General Meeting was held, and also with regard to the auditor’s report.The Directors will be obliged to provide information in writing up to the day when the General Meeting is held.During the staging of the General Meeting, the Company’s shareholders may verbally request any information or clarifications that they might deem appropriate as regards the matters included on the Agenda, and if the shareholder’s rights cannot be satisfied at that time, the Directors will be obliged to provide the information in writing within seven days following the conclusion of the General Meeting.The Directors will be obliged to provide the information requested under the terms of this article unless the information would be unnecessary in order to safeguard the shareholder’s rights, or there are objective reasons to believe that it could be used for non-company purposes, or the publication thereof would jeopardise the Company or its related companies.The Directors will not be obliged to respond to specific questions from shareholders if, prior to the formulation thereof, the requested information was clearly and directly available to all shareholders on the website of the Company in the ‘question and answer’ format, in which case the Directors may limit their response to a referral to the information provided in said format.Information may not be refused if the request is supported by shareholders representing at least twenty-five percent of the capital stock.
   2. The Company will have a website in order to allow shareholders to exercise their right of information, and to release price-sensitive information as required by securities market legislation.The Company website will be provided with an Electronic Shareholder Forum, accessible with full guarantees to both individual shareholders and any voluntary associations they may establish, in order to facilitate communication by them prior to the staging of General Meetings. The Forum may publish any proposals to be presented in order to supplement the Agenda declared when the meeting was announced, requests for support for said proposals, initiatives to achieve the necessary percentage to exercise a minority right established in Law, or offers or requests for voluntary representation.The Board of Directors is responsible for establishing the content of the information to be provided on the website, in accordance with the terms of theapplicable regulations. The Company website will, on the terms established by the Board of Directors, provide information connected with the General Meeting, regarding at least the following aspects:

      a) Regulation of the General Meeting.
      b) Annual report.
      c) Corporate governance report.
      d) Documentation regarding Annual and Extraordinary General Meetings.
      e) Information on the course of the General Meetings held.
      f) Existing channels for communication between the Company and shareholders.
      g) Means and procedures to vest powers of representation at the General
      Meeting.
      h) Means and procedures for remote voting.»

«Article 19. Information available to the shareholders

The resolutions adopted by the General Meeting shall be entered in the trade register where this is prescribed by law. Furthermore, the resolutions adopted and the voting results are published in full on the website of the Company within the end of the AGM five days. ”

Following publication of the announcement and up until the General Meeting is held, the Company will publish continuously at least on its website the following information:

1. The announcement of the meeting.
2. The total number of shares and voting rights on the date of the announcement, itemised by class of share, if any.
3. Those documents that are to be submitted before the General Meeting, and in particular the reports issued by directors, accounts auditors and independent expe
4. The full texts of the proposed resolutions regarding each and every one of the items on the agenda, or with regard to those items that are purely for information purposes, a report by the competent bodies discussing each of those item As they are received, any proposed resolutions presented by shareholders will likewise be included.
5. In the case of appointment, ratification or re-election of members of the Board of Directors, the identity, CV and category to which each of them belongs, and the legally required proposal and repo In the case of a legal entity, the information must include that corresponding to the natural person who is to be appointed to act as the permanent representative for the position.
6. The forms to be used for voting by proxy and remotely, unless these are sent directly by the Company to each shareholde In the event that they cannot be published on the website for technical reasons, the Company must indicate on the website how hard copies of the forms are to be obtained. These must be sent to all shareholders so requesting.»

«Article 25. Contributions

1. When the matters included on the Agenda are discussed, the Chairman may organise the debate in order to allow the shareholders to speak once on each of the matters to be discussed, or otherwise once to address all matters that they might wish to raise, following presentation of the matters presented for debate. If the General Meeting is held by remote digital channels, appropriate technical measures shall be established for contributions to be made.
2. The Chairman will respond to the questions raised by shareholders either individually or collectively, in accordance with the nature thereof and the connection between the question He or she may request that the Directors or Executives of the Company intervene in order to provide this response. Likewise, with regard to questions raised that are the responsibility of the Audit Committee, the Chairman may request a contribution by the Chairman of said Committee or, in the absence thereof, by any of its members.
3. The Chairman may limit the time available to those who speak, and also deem a matter to have been sufficiently discussed if any difference of opinion arises among the shareholders and, within a reasonable time period, at the most one hour, opinions cannot be reconciled, at which point a vote will then immediately be held
4. If because of the complexity of the issue raised the Chairman deems that an appropriate response cannot be given during the meeting, the response will be given in writing, published on the Company’s website.»

«Article 30. Publication of Resolutions

Resolutions passed by the General Meeting will be registered with the Companies Register if so provided in law. Likewise, resolutions passed and the results of the votes will be published in full on the website of the Company within five days of conclusion of the General Meeting.»

Shareholder proposal

Shareholder proposal and suggestions

Paragraph 2 Article 6 of the General Meeting’s Regulations refers to the possibility for part of the shareholders to formulate proposals or suggestions regarding the Company’s activities, setting forth that:

«Shareholders may formulate proposals, suggestions or comments and pose questions relating to the Company’s activities or interests. Any proposals, suggestions, comments or questions shall be examined by the Company’s relevant services, in order to give an individual or group reply thereto which, if it should be of interest, shall be disclosed in the Company website or, if deemed appropriate by the Board of Directors, shall be treated at the General Meeting.»

Representation at the General Meeting

Means and procedures to confer representation at General Meetings

The means and procedures to confer representation to attend General Meetings are as set forth in the By-Laws and in the General Meeting’s Regulations.
As a general rule, shareholders may confer representation to other shareholders, either by means of a legally executed power of attorney, or in writing in a form admitted by the Board of Directors.
In view of their interest, please find below a transcript of the articles in the General Meeting’s Regulations regarding this issue:

“Article 11.- Representation

1. The right to attend General Meetings be delegated to any person, even if not a shareholde The appointment of a representative by the shareholder and notification of the appointment served on the Company may be performed in writing or via electronic channels. The Company will establish the system for electronic notification of the appointment, with the formal requirements as necessary and proportionate in order to guarantee identification of the shareholder and of the appointed representative or representatives. The terms set out in this paragraph will apply to revocation of the appointment of the representative.
2. Delegation of representation must be conferred specifically for each General Meeting.
3. Representation is always revocab Attendance by the party represented at the General Meeting in person or remotely, as applicable, shall serve to revoke powers of representation.
4. The representative may act as the representative of more than one shareholder, with no limitation as to the number of shares represented. If a representative represents various shareholders, he or she may cast different votes in accordance with the instructions issued by each shareholde.
5. In all cases the number of shares represented will be calculated in order for the General Meeting to be deemed quorate.
6. If instructions have been issued by the shareholder represented, the representative will cast the vote in accordance therewith, and will be obliged to retain said instructions for one year from the staging of the corresponding General Meeting.
7. Prior to appointment, the representative must provide the shareholder with detailed information as to the existence of any conflict of inte If the conflict arises after the appointment and the shareholder representative is not aware of the possible existence thereof, the representative must immediately inform the shareholder. In both cases, if no new specific voting instructions are received for each of the matters regarding which the representative is to vote in the name of the shareholder, he or she must abstain.A conflict of interest may exist for the purposes of this subsection in particular if the representative is subject to any of the following situations:

   a) He or she is a controlling shareholder of the Company or an entity controlled by
   b) He or she is a member of the executive, management or supervisory body of the Company or of the controlling shareholder or an entity controlled by it. In the case of a Director, the terms of Article 12 of this Regulation will apply.
   c) He or she is an employee or auditor of the Company, of the controlling shareholder, or of an entity controlled by
   d) He or she is a natural person related to the above. The following will be deemed related persons: a spouse or a person who was so within the two previous years, or persons who live or have lived regularly within the previous two years in an equivalent relationship, in addition to ascendants, descendants, siblings and their respective spouse.

8. Financial intermediaries receiving powers of representation must inform the Company by the legal deadline, setting out a list indicating the identity of each client, the number of shares regarding which they exercise voting rights in their name, and any voting instructions that the intermediary might have received.»

«Article 12.- Public request for representation

1. In the event that the Company Directors, the entities responsible for the registration of book entries and, in general, wherever the request for representation on behalf of the shareholder or another is issued in public, the instrument recording the power of attorney must contain or have attached the Agenda, and the request for instructions to exercise the voting rights, and the indication of how the vote is to be cast by the representative if specific instructions are not given.
2. As an exception, the representative may vote differently if there are circumstances that were not known at the time when the instructions were issued, and there is a possible risk that the interests of the principal could be prejudiced.
3. A public request will be deemed to be made whenever one single person acts as representative of more than three shareholde
4. In the event that the Company Directors have issued a public request for representation, in addition to fulfilment of the duties set out in Article 11.7 of this Regulation, the Director obtaining it may not exercise the voting rights corresponding to the shares represented on those items on the agenda where there is a conflict of interest, unless specific voting instructions have been received from the principle for each such item. In any event, the Director will be understood to be subject to a conflict of interest with regard to the following decisions:

   a) His or her appointment, re-election or ratification as Directo
   b) His or her dismissal, exclusion or discharge as Directo
   c) Corporate action for liability brought against him or he
   d) Approval or ratification, where applicable, of corporate operations with the Director in question, companies controlled by him or her, or those that he or she represents, or persons acting on his or her behalf.

5. The delegation may likewise include those items that, even if not included on the announced Agenda, are debated at the General Meeting because the Act so permits, with the terms of the above paragraph being likewise applied in such case»

«Article 13.- Family representation

The restrictions established in the above articles will not apply if the representative is the spouse or ascendant or descendant of the principal, nor if the former holds a general power of attorney executed in a public instrument with powers to administer all assets of the principal within national territory.»

Right to attend

Regarding the right to information of shareholders and other information that can be provided to them, note that various provisions of the Rules of the General Meeting of the Company, adopted on May 22, 2003 and amended on several occasions, the later on 21 June 2021, relate to these issues.

Following the precepts transcribed related to the right to attend:

«Article 8. Support

1. Shareholders who hold 25 shares registered in the Register of book entries maintained by the Securities Registration, Compensation and Liquidation Systems Management Company and its participating entities five days prior to the date scheduled for the General Meeting to be held may attend the meeting
2. Members of the Board of Directors must attend General Meetings, without prejudice to the fact that their attendance will not be necessary in order for the General Meeting validly to the called to orde
3. The Board of Directors may authorise attendance at General Meetings, with the right to speak but not to vote, on the part of Directors and Company personnel who are not shareholde
4. The Chairperson may authorise the attendance of any other person he or she might deem appropriate. The General Meeting may nonetheless revoke said authorisation.
5. The Company will be entitled to obtain at any time, from those entities that maintain the registration of securities, the details corresponding to the shareholders, including the addresses and means of contact that they hold, in accordance with the applicable regulationThe same right will be enjoyed by any associations of shareholders that might have been established at the Company and that represent at least 1% of the capital stock, and any shareholders who individually or jointly hold a stake of at least 3% of the capital stock, purely for the purpose of facilitating their communication with the shareholders in order to exercise their rights and more effectively protect their communal interests. In the event of abusive or prejudicial use of the information requested, the association or shareholder will be liable for any damages occasioned.
6. General Meetings may be held by remote digital means if these properly guarantee the identity of the attendees. When announcing each General Shareholders’ Meeting the Board of Directors shall decide as to the use of this method for the meeting to be held, and shall establish the deadlines, forms and methods for shareholders to exercise their rights in order to allow the General Meeting to be properly conducted.
7. The Board of Directors may decide, when calling each General Meeting, that it should be held purely by remote digital means, without physical attendance by the shareholders or their representative The company shall implement the necessary means to ensure that identification and legitimation of shareholders and their representatives is guaranteed, allowing attendees effectively to participate at the meeting and to exercise the rights they enjoy, in accordance with the legal provisions established in this regard. The announcement shall state the steps and procedures for registration and generation of the list of attendees, how they may exercise their rights, and an appropriate indication in the minutes of the course of the General Meeting.»

“Article 9. Special cases

Persons that do not enjoy full legal capacity; public establishments or corporations; legal entities; insolvency and bankruptcy entities and estates under testate or intestate inheritance may appear by means of their legal representatives. Documented accreditation of this will be provided, in the judgment of the Board, three days prior to the date scheduled for the General Meeting to be held.

In the event of any doubts as to the right of shareholders to attend the meeting, the General Meeting will itself issue a ruling, with no subsequent right of appeal.»

Ownership of the shares

In order to guarantee the identity and ownership of the shares, shareholders who wish to vote or delegate powers of representation by means of electronic communication shall provide the Company with the following documentation:

• Accreditation issued by IBERCLEAR (the Securities Registration, Compensation and Settlement Systems Management Company) or its participant  entities,  with  an  indication  of  the  number  and  ownership  of  the shares.
• A National Identity Document or any other official document suitable for these purposes (and the relevant deed of power of attorney, if representing a legal entity).

If, at any time, Corporación Financiera Alba, S.A. has any reasonable doubt in relation with the identity of the shareholder or the number of shares, it may request additional information or documentation as deemed necessary to verify the circumstances here provided.

The remote vote or representation delegated may be revoked by express declaration of the shareholder, issued by the same means.

Remote Voting at the General Meeting

Find  below a transcript of the articles in the General Meeting’s Regulations regarding this issue:

“Article 14. Voting

1. Each share entitles the holder to one vote, unless shares without voting rights have been issued.
2. Votes on the proposals comprising the points listed in the agenda of any class of General Meeting may be delegated or cast by the shareholder by post, electronically, or by other means of remote communication, including remote digital attendance at the General Meeting, in accordance with the provisions of the Corporate Bylaws and these Regulations, provided that the identity of the party exercising the right to vote and the security of electronic communications can be duly guaranteed.
3. Postal votes will be issued by sending to the Company a written statement recording the vote, enclosing the attendance card issued by the entity or entities responsible for maintaining the register of book entrie Registered mail with confirmation of receipt must be used.
4. Votes cast by electronic communication or remote digital means shall be accepted if the Board of Directors so decides when announcing the General Meeting, and if test by means of a recognised electronic signature or some other form of guarantee deemed appropriate by the Board of Directors to ensure the authenticity and identity of the shareholder exercising the right to vote.
5. Votes cast by any of the means provided in the above sections must be received by the Company by midnight (24:00) on the day immediately prior to that scheduled for the General Meeting to be held at the first call. Votes will otherwise be deemed not to have been ca Remote votes may also be cast by shareholders during the General Meeting by digital means, in accordance with the system enabled by the Company.
6. The Board of Directors is empowered to develop the above provisions by establishing rules, means and procedures appropriate to the technical state of the art to structure the casting of the vote and the issuance of powers of representation by electronic means, complying where applicable with any standards issued in this regaIn particular, the Board of Directors may establish regulations for the use of guarantees as an alternative to electronic signature for the casting of electronic votes, and reduce the advance period established for receipt by the Company of the votes cast by postal or electronic correspondence.
7. Shareholders with the right to attend and vote who cast their vote remotely in accordance with the provisions of this article will be deemed to be present for the purposes of declaring the General Meeting to be quorate.
8. Attendance by the shareholder or their representative at the General Meeting in person or via remote digital channels, as applicable, shall serve to revoke the vote cast by postal or electronic correspondence.
9. Shareholders may not exercise their voting rights corresponding to his or her shares in the case of a resolution the purpose of which is to:

   a) release them from an obligation or grant them a right,
   b) provide them with any type of financial assistance, including surety offered in their favour,
   c) dispense them from obligations derived from the duty of loyalty, or d) approved related-party operations, if so provided in law.

10. The shares of any shareholder subject to any of the situations of conflict of interest set out in the above subsection will be deducted from the capital stock for the calculation of the majority vote that would in his case be necessary.
11. In cases of conflict of interest other than those provided in subsection 9, shareholders in question will not be deprived of their voting right, without prejudice to the provisions established for such circumstances in the Capital Companies »