As per article 14 of the Articles of Association, the right of attendance to general Shareholder Meetings can be delegated in writing to any person, whether or not a shareholder. Representation must be conferred in writing or through other distant communication means fulfilling the conditions imposed by legislation in force for each particular meeting. Representation is always revocable. Should the represented person attend the General Meeting or, where appropriate, exercise his remote voting right this will be deemed as a revocation. Public request for representation, family representation and representation awarded to a General representative empowered to administer all patrimony through power attorney, will be governed by legislation in force.

Shareholders owning a minimum of 50 shares can attend the General Shareholders meeting as long as the said shares are entered to their name in the correspondent share registry at least five days prior to the date of the Meeting, and who can prove this fact with the appropriate attendance certificate issued by the corresponding depositary entities or by any other means permitted in legislation in force, according to what is envisaged for each Meeting or in accordance with the general nature of the Bylaws of the General Shareholders Meeting.

Shareholders who do not own enough shares to attend the General Meeting, as per the requirements mentioned in the previous paragraph, can come together to form a group with other shareholders in the same position until the minimum required amount is reached, delegating assistance to the General Meeting to one of the groups of members. Alternatively, they can also grant their representation to another shareholder with attendance rights.

The voting of proposals regarding items included in the agenda of any General Meeting can be delegated or exercised by the shareholder, according to the provisions in legislation in force, the present Articles of Association and the Bylaws of the General Shareholders Meeting, via postal or correspondance or any other means of remote communication provided that the identity of the person exercising the right to vote is properly guaranteed. (To this effect, the Board of Directors is studying the advisability of the electronic voting system).

Shareholders casting their vote remotely will be considered present for the porpuses of the formation of a quorum.

As per Article 16 of the Bylaws of the General Shareholders Meeting (the enforcement of which is subject to the condition precedent of the listing of the Company Shares being authorised by the Stock Exchange):

1. Shareholders with right of attendance can cast their vote on proposals relating to items included in the agenda of any General Shareholders Meeting via the following remote means of communication:  

a)    Via written postal correspondance, enclosing the duly signed and filled in attendance and voting card issued by the entity or entities in charge of the up keeping of the share register, or by another written means that, in the opinion of the Board of Directors and in a pre-existing agreement to that effect, will allow  duly identification of the shareholder who is exercising his right to vote.

b)    By other remote electronic communications means, provided that the electronic document through which the right to vote is exercised includes a recognised electronic signature used by the petitioner, or another type of electronic signature which is deemed fitting by the Board of Directors, in a pre-existing agreement to that effect, given that it provides adequate guarantee of authenticity and identification of the shareholder exercising his right to vote.

2.    Votes cast via the systems mentioned in the previous section will not be valid unless received by the company at least twenty-four hours before the expected date of the General Shareholders Meeting first session. The Board of Directors will have the power to set a shorter deadline for the receipt of remote votes.

3.    Shareholders casting their vote remotely in the terms provided in this article shall be considered as present at the Meeting in question for the porpuses of the formation of a quorum. Consequently, previously issued delegations of representation will be considered as not issued and those awarded at a later date will be deemed as not granted.

4.    Votes cast remotely as per this article can only be declared void:

-    Through express revocation at a later date within the deadline established for this porpuse, sent by the same  means employed to cast the vote.

-     Through attendance to the meeting of the shareholder who cast the vote or a representative thereof.

-    Through the sale of the shares whose ownership awards the right to vote, the Company acknowledging notice of this sale at least five days prior to the expected date of the General Meeting.

5.    The Board of Directors is empowered to develop the preceding provisions and to establish rules, means and procedures appropriate to the state of technology in orther to implement the casting of votes and the delegation of representation via electronic means, and will do so in compliance with the legal norms developing this system where appropriate and with the provisions in the Articles of Association and these Bylaws. In particular, the development carried out in this respect by the Board of Directors shall establish a system guaranteeing the recognition of identity and capacity (shareholder or representative) of the voters, the number of shares by virtue of which they vote, and the content of their vote or abstention. Said means and procedures will be published in the web Company's web page.

In order to avoid possible duplications, the Board of Directors will adopt the necessary measures to ensure that the person who cast a vote or delegate representation via postal or electronic correspondance is duly entitled to do so in accordance with the Articles of Association of these Bylaws.

6. The addition of remote voters to the attendance register will be performed by integrating the computer file where they are entered with the rest of the register. Should the register be generated via attendance cards, the integration with be carried out by generating a paper file recording the same information appearing on the card of each of the shareholders who voted remotely via electronic or telematic means, without prejudice to the preservation of the received vote in durable electronic format.