SCHEDULE OF RECOMMENDATIONS FOR PREPARING SHAREHOLDERS’ MEETINGS IF YOU ARE A MAJORITY SHAREHOLDER

What is the General Shareholders’ Meeting? A corporate body in which the will of the shareholders is decided and where they exercise their rights.

PUBLIC LIMITED COMPANY

• If they cannot attend the Shareholders’ Meeting in person.

Granting powers of representation. The shareholder may be represented by any person, whether or not a shareholder, and the representative must have prior knowledge of the matters of the meeting.

Appointment:

• Powers in writing and specific to each meeting (they shall be valid for the second call of the meeting).
• The Corporations Act requires a declaration of intentions in casting the vote, only in cases of a public request for representation (art. 186 Corporations Act). For example, when banks offer to represent shareholders in a company whose shares are deposited with the bank for the payment of dividends, etc.

The company’s articles of association may require other formalities or establish limitations regarding representation. However, they may never exclude as representatives the spouse, ascendant or descendant of the represented party, nor whoever holds general powers to administer his or her estate.

• Absentee Ballot

• By delegation. Guaranteeing the identity of the delegating member with the required signature.
• By means of certified mail or acknowledged electronic signature.

• Inclusion of the agenda in the Meeting’s summons

Requesting the addendum to the call within 5 days following publication.

• Regarding the right of minority shareholders to avoid challenges

• Preparing reports of any kind to comply with their right to information.

The information is not required to be simply “relevant”; it must be essential to exercising the member’s rights. “Essential” could even be understood to be equivalent to “decisive”, in the sense that, if the information had been provided correctly, the result of the vote would have been different.

• Providing access to the company’s annual accounts and other bookkeeping, banking and tax documents of the company (if they exercise this right)

• Additional matters

• Ensure they are correctly identified (in the event that attendance identification cards are handed out).
• Hold prior coordination meetings with the persons who are to be in charge of organising the shareholders’ meeting.
• During the meeting, respect the right to speak.
• Check that the contents of the minutes of the meeting are correct by exercising the power to intervene in the minutes as provided by law (Article 202 Corporations Act)

PRIVATE LIMITED COMPANY

• If they cannot attend the Shareholders’ Meeting in person and wish to do so by means of voluntary representation, the member may be represented by granting specific powers of representation, by:

• Spouse, ascendant, descendant or another member. In this case representation can be granted by:
  • Written document, if the representation is specific to each shareholders’ meeting, including:
    • Identification and signature of the representative, whose accreditation is recommended.
    • The representative’s identification details.
    • Identification of the specific meeting (stating the date of the meeting or reference to the call).
    • Date on which representation is granted, (prior to or on the date of the meeting)
  • Public deed, which may be granted for that shareholders’ meeting or in general for all company shareholders’ meetings.
• By a person holding general powers granted by public deed with powers to administer all the represented party’s estate.
• By a third party other than the above (provided that the articles of association expressly authorize this).

      Representation must comprise all the shares.

• Drawing up reports to be given to minority shareholders, providing them with access to the annual accounts, and to the company’s bookkeeping, banking and tax documents (in the event that they exercise their right to information).

• Carrying out prior coordination meetings with the persons who are to be in charge of organising the shareholders’ meeting.

• During the meeting, respecting the right to speak.

• Verifying that the contents of the minutes of the meeting are correct by exercising the power to intervene in the minutes as provided by law (article 202 Corporations Act).

• Exercising the right of exclusion (where considered appropriate) within one month, against a shareholder who has voted in favour of a decision when:

• The member fails to comply with the obligation to carry out an ancillary service or;
• If the administrating member fails to comply with the non-competition obligation or;
• If he or she has been sentenced in a final judgment to compensate the company for damages caused by acts contrary to this law or the articles of association or carried out without due diligence.