Right of attendance – In accordance with the provisions of art. 14 of the Company’s Articles and 11 of the General Shareholders’ Meeting Regulations, all shareholders who hold at least 50 shares, registered in the relevant book-entry ledger five days prior to the date on which the Meeting is to be held and who have the relevant attendance card, may attend the General Meeting. Shareholders owning a smaller number of shares than the number indicated in the preceding paragraph may group together by conferring their representation to one of them. In order to attend the General Shareholders’ Meeting, it will be indispensable to prove the status of shareholders by means of the relevant attendance card or certificate of legitimacy issued by the relevant depositary entities, or in any other form admitted by the law in force. This list shall be definitively closed five working days prior to the date indicated in the notice of the General Meeting.
In addition, taking into account the situation derived from Covid-19, in accordance with the provisions of art. 3.2 of Royal Decree-Law 34/2020, of 17 November, on urgent measures to support business solvency and the energy sector, and on tax matters, in anticipation that this situation may prevent the General Shareholders’ Meeting from being held in person at the time scheduled for the meeting, and therefore the physical attendance of shareholders and proxies at the meeting, the Board of Directors has resolved that the Meeting may be held through the use of telematic means that allow for real-time connection with the place where the Meeting is to be held (“telematic attendance”) and that the shareholders may exercise their rights, in person or by proxy, (a) by remote means of communication and also (b) by telematic means, under the terms to be established by the Board of Directors in the terms that will be, if applicable, communicated sufficiently in advance, all in accordance with the terms set forth in Articles 182, 189 and 521 of the Capital Companies Act.
Representation at the General Shareholders’ Meeting – Pursuant to the provisions of art. 16 of the Company’s Articles of Association and 10 of the General Meeting Regulations, the right to attend General Meetings may be delegated to any person, whether or not he/she is a shareholder. The proxy shall be conferred in writing, and specifically for each Meeting, by signing the attendance and proxy card provided by the depositary entity or the one provided by the Company itself, which shall be available on the Company’s corporate website prepared for printing and the shareholder status of the represented party must be proven in accordance with the provisions set out in the preceding section.
Proxy may also be conferred or notified to the Company by postal correspondence, by sending to the Company’s registered office located in Madrid, Paseo de la Castellana, 20, 28046, for the attention of the Shareholder Relations Dept; the shareholders’ attendance and proxy card provided by the depositary or the one provided by the Company itself, duly filled in and signed, with proof of shareholder status; or by sending this same information by email to inversores@clinicabaviera.com. The proxy granted or notified by this means must be received by the Company at least two days prior to the date on which the General Meeting is to be held at first call. Otherwise, the proxy shall not be valid and shall be deemed not to have been granted. The person to whom the vote is delegated may only exercise it by attending the General Meeting.
A proxy is always revocable. The personal attendance at the Meeting of the represented shareholder or, as the case may be, the exercise by the represented shareholder of the right to vote remotely shall have the effect of revoking the proxy. A public request for representation, a family proxy and a proxy conferred to a general attorney-in-fact to manage the entire estate shall be governed by the legal rules in force. The same shareholder may not be represented by more than one proxy at the same Meeting.