All shareholders with the right to attend can be represented at the Shareholder's Meeting by another person, even when such person is not a shareholder. The representation must be accepted by the proxy and must be conferred specifically for each Meeting, either using the delegation form printed on the attendance card or in any other manner accepted by Law, without prejudice to the provisions of Section 108 of Public Limited Companies Law for cases of family representation and the granting of general powers.
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In accordance with the Rules of the Shareholder's Meeting, and whenever this is possible by virtue of the Articles of Association, representation may also be conferred by means of electronic or remote telematic communication that duly guarantees the representation attributed and the principal's identity. Representation granted by these means will be accepted when the electronic document by virtue of which representation is granted bears the recognised electronic signature used by the principal or another type of signature with sufficient guarantees of authenticity and identification of the shareholder who is appointing the proxy and when it complies with all other requirements established in the prevailing legal provisions at that moment.
The documents containing delegations or representations for the Shareholder's Meeting must reflect the shareholder's voting instructions, it being understood that, should no express instructions have been given, the proxy will vote in favour of the resolution proposals formulated by the Board of Directors on the items included on the Agenda.
The Chairman of the Board of Shareholders or, by its delegation, the Secretary thereof, will settle any doubts that may arise in respect of the validity or efficacy of the documents from which any shareholder's right to attend the General Meeting is derived either individually or by means of the grouping of its shares with those of other shareholders, as well as the delegation or representation in favour of another person, endeavouring to treat as invalid or ineffective only those documents which do not meet the minimum essential legal and statutory requirements, when such defects have not been remedied. |