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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 Redeia 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 as long as they are up to date in the payment of outstanding capital calls and provide evidence of their share ownership in the form of a certificate made out in their name in the accounting register of book entries five days before the General Meeting is to be held.
Shareholders will ask the entity in charge of the accounting records for the corresponding certificate of entitlement or equivalent document of the accounting records of the book entries of the Company's securities, to obtain, as applicable, the corresponding attendance card from the Company.
Attendance cards must be issued on a registered basis in favour of the holders of shares who prove that they have their shares registered in the accounting records five days before the first call. The entity in charge of the accounting records must send to Redeia Corporación, before the date established for holding the meeting, the list of the cards it has issued at the request of its respective clients. Checking of attendance cards, in the event of physical attendance, will begin two hours before the General Meeting is scheduled.
The Company's directors and executives must attend the General Meetings. In general, and to promote the broadest dissemination of the meetings and resolutions passed, media access to the General Meeting will be provided. Likewise, and to facilitate its dissemination, the meeting may be broadcast live and recorded in audiovisual format.
Article 9 bis. Remote attendance by electronic or telematic means
1. In accordance with article 15 bis of the Articles of Association and regardless of the shareholders' right to vote remotely before the General Meeting in the manner envisaged in article 17 bis of the Articles of Association and in article 15.9 of these Regulations, shareholders entitled to attend the General Meeting held at the venue indicated in the notice of meeting may exercise that right using electronic or telematic means of communication where the Board has agreed to this in view of the state of the art and after verifying the security conditions and appropriate guarantees regarding the identity of the attendees. The Board will indicate in the notice of meeting the means that may be used for these purposes because they meet the required security conditions that enable shareholders to be recognised and identified, to correctly exercise of their rights and permit the smooth running of the meeting.
2. If the Board resolves to allow remote attendance at the General Meeting, the notice of meeting will describe the periods, ways and means of exercising the shareholders' rights envisaged by the Board to allow the General Meeting to run smoothly.
3. Remote attendance by shareholders and their proxies at the General Meeting by electronic or telematic means will be subject to the following provisions, which may be developed and completed by the Board:
a) The connection General Meeting to the monitoring system must be performed with the notice indicated in the notice of meeting in relation to the time scheduled for the start of the meeting. Once the deadline set for this purpose has elapsed, the shareholder or proxy who subsequently starts the connection will not be considered an attendee.
b) The shareholder or their proxy who wishes to attend the General Meeting and exercise their rights must identify themselves by recognised electronic signature or another type of identification on the terms set by the Board in the resolution passed for that purpose and with provision for adequate guarantees of authenticity and identification of the shareholder or proxy in question. Voting and information rights must be exercised through electronic remote communication means considered appropriate in accordance with these Regulations.
c) The Board may determine in the notice of meeting that interventions and proposed resolutions submitted, in accordance with the Corporate Enterprises Act, by the shareholders attending by telematic means must be sent to the Company before the General Meeting is quorate. Shareholders or proxies attending the General Meeting in this way who exercise their right to information during the course of the meeting will be answered during the meeting itself or in writing within seven days of the General Meeting, where appropriate and as determined by the Board.
d) The inclusion of shareholders or proxies attending remotely in the list of attendees will comply with these Regulations. e) The interruption of the communication due to technical or security reasons arising from supervening circumstances may not be invoked as an unlawful deprivation of the shareholder's rights, or as grounds for challenging the resolutions passed by the General Meeting.
4. The Board may agree to call the General Meeting to be held exclusively by telematic means in compliance with the requirements established in current law and as envisaged in the Articles of Association, implementing the necessary measures in accordance with the state of the art and the circumstances of the Company, particularly the number of shareholders. In this case, the notice of meeting will provide information on the formalities and procedures to be followed for the registration and formation of the list of attendees, the exercise of their rights and the appropriate reflection of the events of the General Meeting in the minutes. Attendance may not be conditional on the registration being performed more than one hour before the scheduled start of the meeting. The exclusively telematic General Meeting will be considered held at the registered office regardless of where the chair of the General Meeting is. The provisions relating to attendance and telematic means contained in this article that do not contradict this section will apply.
5. The Board may establish and update the means and procedures appropriate in view of the state of the art to implement remote attendance and the issuance of electronic votes during the General Meeting, adapting, where applicable to the legal rules implementing this system and the Articles of Association and these Regulations. These means and procedures will be published on the Company's corporate website.
Article 10. Proxy
Shareholders entitled to attend may be represented at the General Meeting by another person, in the manner established in the Corporate Enterprises Act and the Articles of Association. Proxy must be granted in writing and specifically for each General Meeting.
No person may accumulate proxies on behalf of a single shareholder that grant them voting rights on behalf of that shareholder above the limits established in article 5 of the Articles of Association.
Proxy may also be granted by post, email or any other remote means of communication, provided that the identity of the person granting it and the security of electronic communications are duly guaranteed, in accordance with the applicable regulations, and articles 15 and 17 bis of the Articles of Association and 15. 9 of these Regulations will apply for voting by the above means, to the extent that it is not incompatible with the nature of the proxy granted.
The above two paragraphs will also apply to the notification of the proxy's appointment to the Company and the revocation of the appointment.
If the name of the person to whom the proxy is granted is not indicated, the proxy will be considered granted in favour of the chair of the General Meeting.
If the represented shareholder has issued any instructions, the proxy will vote accordingly and will be required to keep these instructions for one year from the date on which the corresponding General Meeting was held.
The proxy may represent more than one shareholder, with no restrictions as to the number of shareholders they may represent. When a proxy represents various shareholders, they may issue different votes based on the instructions received from each shareholder. In any event, the number of shares represented will be calculated for the General Meeting to be quorate.
Before their appointment, the proxy must inform the shareholder in detail of whether there is a conflict of interest, in accordance with section 523 of the Corporate Enterprises Act. If a conflict of interest arises after their appointment or if the shareholder represented was not notified of its potential existence, the proxy must inform the shareholder immediately. In both cases, if no new specific voting instructions are received for each of the items on which the proxy must vote on behalf of the shareholder, the proxy must abstain from casting a vote.
If the Company's directors, or any other person on behalf of or in the interest of any of them, have made a public request for representation, the director who obtains it may not exercise the voting right corresponding to the shares represented on the agenda items in which they have a conflict of interest, unless they have received precise voting instructions from the principal for each of those points, in accordance with this article and section 526 Spanish of the Corporate Enterprises Act.
Intermediary entities that appear withstanding as shareholders by virtue of the accounting records of the shares but that act on behalf of various ultimate beneficiaries may in any case split the vote and exercise it in a divergent manner in compliance with different voting instructions, if they have received them. These financial intermediaries may delegate the vote to each of the beneficiaries or third parties designated by them, with no limit on the number of proxies granted.
The represented shareholder's personal attendance at the General Meeting, whether physically or telematically, will revoke the proxy granted.
The represented shareholder may appoint a replacement to exercise the vote in cases of conflict of interest.
If the chair of the General Meeting has been appointed as proxy or the proxy is granted in their favour in accordance with the above points, and they have a conflict of interest in relation to the vote on any proposal, provided that no precise voting instructions have been issued, the shareholder will be considered to have appointed as proxies for those items, jointly and severally and successively, if any of them are in turn affected by a conflict of interest, first the secretary of the General Meeting and, finally, the vice-secretary of the Board. This same rule will apply where any other Board member has been appointed as proxy, provided that they have a conflict of interest in relation to the vote on any proposal and no precise voting instructions have been issued.
The proxy may include items that, even if they are not included on the agenda established in the notice of meeting, may be addressed as permitted under the Corporate Enterprises Act, and the rules envisaged for conflicts of interest will apply, where applicable. If precise voting instructions are not issued and the representative is a Board member, they will vote in favour of the resolutions proposed by the Board, or the proposals taken on by the Board and in the direction, they consider appropriate in voting on items not included on the agenda or proposals not taken on by the Board.
This same voting rule will apply if the representative is the Board secretary or vice-secretary and no precise voting instructions have been issued.
The Board, based on the technical and legal bases that make it possible and duly guarantee the identity of the shareholder holding the proxy, is authorised to develop the above provisions establishing rules, means and procedures appropriate in view of the state of the art to arrange the shareholder's proxy, in accordance with the regulations issued for that purpose.
The implementing rules adopted by the Board under this article, and the means, procedures and forms established to grant proxies, will be published on the Company website.