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Shareholder Attendance and Representation

AGM 2009

Right to attend
 
The General Meeting may be attended by any shareholders who, individually or by pooling with other shareholders, hold at least FOUR HUNDRED (400) shares, provided that they are entered in the corresponding register five days prior to the date on which the AGM is scheduled and this is evidenced with the appropriate attendance card. Attendance cards will be issued and sent by IBERIA, L.A.E., S.A. to shareholders’ addresses and through the Electronic Service provided on this web site. They will also be issued, where necessary, on the date of the AGM.
 
Accreditation of shareholders attending the AGM will begin at 10.00 a.m. to enable orderly access to the hall in which the meeting is to be held.


Right to proxy
 
Shareholders entitled to attend the AGM may be represented thereat by any director or another shareholder, subject to the requirements and formalities stipulated in law. If no proxy is specified, the shareholder will be deemed represented by the Chairman of the General Meeting. These provisions are without prejudice to the legal provisions established for representation of relatives, minors and disabled, public proxy requests, general powers of attorney and the representation of legal persons, which should be sufficiently evidenced by the proxy.
 
The shareholder granting the proxy should issue voting instructions. Otherwise he shall be deemed to delegate his vote in favour of the proposals submitted by the Board and stated on the Agenda. Shareholders may also expressly extend the delegation to any other business which, although not included on the Agenda, could be put to the vote at the AGM, being so permitted by law. In this case, the proxy shall vote as he considers most favours the interests of his principal. The delegating shareholder may also authorise the proxy to appoint a substitute to exercise his voting right in any situation in which the proxy may be affected by a conflict of interests.

Proxy forms will be issued and remitted by IBERIA, L.A.E., S.A. to the shareholders’ addresses and will also be available through the Electronic Service provided on this web site. In order for a proxy granted to another shareholder to be valid, the delegation must be accepted by the proxy. Save as provided in respect of distance proxies, the acceptance by the proxy must be stated on the proxy form, which will be duly signed by the named proxy.

Moreover, all the Board members have expressed their personal decision to taken on and effect all proxies that may be vested in them in their capacity as shareholders, so they need not sign to indicate individual acceptance on the proxy forms indicating delegations in their favour.
 
In order to avoid delay in the procedure of the AGM, proxies are requested to identify themselves as such at the Shareholders’ Office and hand in the proxy form prior to the date for which the AGM is scheduled, or otherwise present it to the Presiding Board Assistance Services two hours before the time scheduled for the AGM.
 
 If, after granting a proxy, the shareholder attends the AGM or votes by any valid means of distance communication, or sells the shares in respect of which the voting rights are represented, that proxy will be deemed revoked. The proxy right may be exercised through distance communication (postal vote, electronic means). For more information, shareholders should consult the section Electronic Service on this web site.

 

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