Attendance and representation
The right of attendance, as well as the means and procedures for granting representation at the General Shareholders' Meeting, are regulated in articles 15 and 15 bis of the Articles of Association of Red Eléctrica Corporación, S.A. and in articles 9, 9 bis and 10 of the Regulations of the Shareholders' Meeting which establish the following.
Article 9. Right to attend
Shareholders may attend the General Meeting if they are up to date in the payment of calls on unpaid capital and prove their ownership, by means of a certificate issued in their name on the accounting record of book entries five days before the date on which the Meeting is to be held.
Shareholders shall ask the Entity in charge of the accounting record to issue the appropriate certificate of entitlement or equivalent document from the accounting record of book entries of the Company’s securities, in order to obtain, where necessary, the appropriate attendance card from the Company.
Attendance cards must be issued bearing the holder’s name to shareholders who prove that their shares were entered on the accounting record at least five days prior to the first call. The Entity in charge of the accounting record must send Red Eléctrica Corporación, S.A., before the date set for holding the General Meeting, the list of cards it has issued at the request of its respective clients. The registration of attendance cards, in cases of physical attendance, shall commence two hours prior to the time set for holding the Meeting.
Company Directors and executives must attend General Meetings.
In general, in order to promote the widest dissemination of proceedings and the resolutions adopted, the media shall be allowed access to General Meetings. Likewise, and also to facilitate its dissemination, it will be possible to broadcast the Meeting live and record it in audio-visual form.
Article 9 bis. Remote attendance by electronic or telematic means
1. Pursuant to the provisions of article 15 bis of the Articles of Association and independently of the shareholders’ right to vote remotely prior to the General Meeting in the manner provided for in article 17 bis of the Articles of Association and article 15.9 of these Regulations, shareholders entitled to attend the General Meeting held at the place indicated in the notice of meeting may exercise this right by using electronic or telematic means of remote communication when so resolved by the Board of Directors, taking into account the state of the art and having verified the appropriate security conditions and guarantees of identity of the attendees. The Board of Directors shall indicate in the notice of the meeting the means that may be used for these purposes to meet the required security conditions that allow the shareholders to be recognized and identified, the correct exercise of their rights and the proper conduct of the meeting.
2. In the event that the Board of Directors resolves to allow remote attendance at the General Shareholders Meeting, the notice of the meeting shall describe the deadlines, forms and modes of exercising the shareholders’ rights provided by the Board of Directors to allow for the proper conduct of the General Shareholders Meeting.
3. Remote attendance of shareholders and their representatives at the General Meeting by electronic or telematic means shall be subject to the following provisions, which may be developed and completed by the Board of Directors:
a. The connection to the system for monitoring the General Meeting must be made as far in advance as indicated in the notice of the meeting in relation to the time scheduled for the start of the meeting. After the time limit set for this purpose, a shareholder or representative who initiates the connection later shall not be considered an attendee.
b. A shareholder or its representative wishing to attend the General Meeting and exercise its rights must identify itself by recognized digital signature or some other form of identification, as determined by the Board of Directors in a resolution adopted to such end, providing adequate assurances of authenticity and the identity of the shareholder or representative in question. Voting and information rights must be exercised through the electronic means of remote communication deemed appropriate in accordance with the provisions of these Regulations.
c. The Board of Directors may stipulate in the call that the addresses and proposals of resolutions that, in accordance with law, are formulated by the shareholders that attend using telematic means must be submitted to the Company before the General Meeting is held. The replies to those shareholders or representatives who attend the General Meeting in this manner and who exercise their right to information during the course of the meeting shall be produced during the meeting itself or in writing within seven days following the holding of the General Meeting, when appropriate and as determined by the Board of Directors.
d. The inclusion of shareholders or representatives of shareholders attending remotely in the list of attendees shall be in accordance with the provisions of these Regulations.
e. The interruption of the communication, due to technical circumstances or for security reasons arising from supervening circumstances, may not be invoked as an illegitimate deprivation of the shareholder’s rights, nor as a cause for challenging the resolutions adopted by the General Meeting.
4. The Board of Directors may resolve to convene the Meeting to be held exclusively by telematic means, complying with the requirements established in the legislation in force and in the statutory authorization granted, implementing the necessary measures in accordance with the state of the art and the circumstances of the Company, especially the number of shareholders. In this case, the notice of call shall inform of the formalities and procedures to be followed for the registration and formation of the list of attendees, for the exercise of their rights and for the proper reflection in the minutes of the proceedings of the Meeting. In no case shall attendance be conditional upon registration being completed more than one hour before the scheduled start of the Meeting. The exclusively telematic Meeting shall be deemed to be held at the registered office regardless of where the Chairman of the Meeting is located. The provisions on attendance and telematic means contained in this article shall be applicable, provided that they do not contradict the provisions of this paragraph.
5. The Board of Directors may establish and update the media and procedures appropriate to the state of the technology to handle the remote attendance and casting of electronic votes from a distance during the holding of the General Meeting, adapting, if appropriate, to the rules and regulations for this system and to the provisions of the Articles of Association and these Regulations. Such means and procedures will be published on the Company’s corporate website.
Article 10. Proxies
Shareholders who are entitled to attend may be represented at the General Meeting by another person, in the manner established by law and in the Articles of Association. The proxy must be granted in writing and specifically for each Meeting.
No person may accumulate proxies in the name of the same shareholder which confer on him voting rights in the name of such shareholder that exceed the limits established in article 5 of the Articles of Association.
Proxies may also be granted by means of postal or electronic correspondence or by any other means of remote communication, provided that the identity of the individual granting the proxy and the security of the electronic communications are duly guaranteed, pursuant to the provisions of the applicable legislation and subject, if appropriate, to the provisions of articles 15 and 17 bis of these Articles of Association and 15.9 of these Regulations on the casting of votes by the aforesaid means, insofar as this is not incompatible with the nature of the proxy granted.
The provisions of the preceding two paragraphs shall also apply to the notification to the Company of the appointment of the proxy-holder and to the revocation of the appointment. The Company shall establish the system for electronic notification of the appointment, with the formal, necessary and proportionate requirements in order to guarantee the identity of the shareholder and of the proxy-holder(s) appointed by him.
Where instructions are issued by the represented shareholder, the proxy- holder shall cast his vote in accordance with such instructions and shall be obliged to keep the instructions for a period of one year as from the date of the relevant Meeting.
Proxy-holders may hold the proxies of more than one shareholder with no limit on the number of shareholders they may represent. Where a proxy-holder holds several proxies, he may cast votes in different directions, in accordance with the instructions received from each shareholder. In all cases, the number of shares represented shall be calculated for the valid constitution of the Meeting.
Prior to his appointment, a proxy-holder must provide detailed information to the shareholder on whether he has any conflict of interest, in accordance with the provisions of article 523 of the Spanish Companies Act. If the conflict arises after his appointment and the proxy-holder has not warned the represented shareholder of its potential existence, he must inform the shareholder immediately. In both cases, if no new specific voting instructions have been received for each of the items on which the proxy-holder is to vote in the name of the shareholder, the proxy-holder must refrain from casting the vote. Where the Directors of the Company, or another acting for the account or in the interests of any of them, have made a public proxy solicitation, the Director obtaining it may not exercise the right to vote attaching to the shares represented on those items on the Agenda in respect of which he has a conflict of interest unless he has received specific voting instructions from the represented shareholder for each item, as provided in this article, in accordance with article 526 of the Spanish Companies Act.
Any intermediary entities registered as entitled shareholders according to the share accounting register, albeit acting on behalf of other ultimate beneficiaries, may in any case fraction their vote and vote against the proposal, further to different voting instructions, if such are received. These intermediary entities may grant a proxy to each ultimate beneficiary or to third parties designated by the latter, without limitation on the number of proxies granted.
Personal attendance of the General Meeting, either physically or telematically, by the shareholder represented shall be deemed to revoke the proxy granted. The shareholder’s proxy-holder may appoint a substitute to cast the vote where there is a conflict of interests