NOTICE OF ORDINARY AND EXTRAORDINARY GENERAL MEETING OF URBAS GRUPO FINANCIERO S.A. TO BE HELD ON JULY 8, 2022 AT FIRST CALL AND, IF APPLICABLE, AT SECOND CALL ON JULY 9, 2022.
The Board of Directors, at a meeting held on June 6, 2022, has resolved to call an Ordinary and Extraordinary General Shareholders’ Meeting of Urbas Grupo Financiero S.A., to be held at the Hotel NH Collection Eurobuilding, located in Madrid, Calle Padre Damián 23, Sala Madrid, at 11:00 a.m. on July 8, 2022 at first call and, if applicable, at second call on July 9, 2022, at the same place and time, in accordance with the following,
FIRST.- Examination and approval of the Annual Financial Statements (Balance Sheet, Profit and Loss Statement, Statement of Changes in Equity, Cash Flow Statement and Annual Report) and Management Report of Urbas Grupo Financiero, S.A. and its Consolidated Group, as well as the proposed application of results and corporate management, all of the above referring to the fiscal year ended December 31, 2021.
SECOND.- Consultative approval of the Report on the remuneration policy of the Board of Directors prepared by the Appointments and Remuneration Committee, referring to the 2021 fiscal year, in accordance with the provisions of Article 61.ter of the Securities Market Law.
THIRD. To increase, if appropriate, the share capital of the Company up to the maximum nominal amount of 34,284,135.67 €, which will include a share premium to be determined once the capital increase has been carried out in accordance with the established bases, by means of offsetting credits that meet the requirements set forth in art. 301. 1 of the Capital Companies Act, strictly subject to the approved conditions, delegating to the Board of Directors the power to execute the agreed capital increase for a maximum period of twelve months from the date of approval, determining the effective date of the capital increase by offsetting on one or more dates, by means of the granting of the appropriate public deeds of capital increase.
The Board of Directors is also delegated the power to set the issue price according to the bases established, which will correspond to the average weighted quotation value of URBAS shares on the official market in the twenty (20) stock exchange sessions prior to the issue date, with a minimum of 0.015 Euros per share, at a nominal value of 0.010 Euros per new share, with an issue premium of 0.005 per share.
As this is a type of capital increase by special compensation, other than a monetary contribution, there is no pre-emptive subscription right as referred to in article 304 of the Capital Companies Act.
In compliance with article 301.3 of Royal Legislative Decree 1/2010, of July 2, which approves the revised text of the Capital Companies Act, the report issued by the administrators and the report issued by the company’s auditor are made available to the shareholders.
FOURTH.- Appointment, if applicable, of Mr. JUAN ANTONIO ACEDO FERNÁNDEZ, with the status of executive, as a new member of the Board of Directors, filling the vacancy produced by the expiration of the position of the Company QUAMTIUM VENTURE S.L.
FIFTH.- Re-election and appointment, if applicable, of Mr. PABLO COBO MORAL, as executive, as member of the Board of Directors.
SIXTH.- Re-election and appointment, if applicable, of Mr. ADOLFO JOSÉ GUERRERO HIDALGO, as executive, as member of the Board of Directors.
SEVENTH.- Acknowledgement of the modification of Articles 31 and 32 of the Board of Directors Regulations, extending the powers of the Board Committees.
EIGHTH.- Inclusion of an article 7.bis in the Regulations of the Shareholders’ Meeting to authorize the directors to call meetings exclusively by telematic means.
NINTH.- (a) Inclusion of article 8.bis in the Company’s Bylaws to authorize the directors to call meetings exclusively by electronic means; and (b) amendment of article 2 on the Company’s Corporate Purpose.
TENTH.- Delegation of powers to the Board of Directors, with powers of substitution, for the formalization, correction, registration, interpretation, development, notarization and execution of the resolutions resulting from the foregoing points.
ELEVENTH.- Questions and Answers.
TWELFTH.- Reading and approval of the minutes of the Meeting.
Pursuant to the provisions of Article 519 of the Capital Companies Act, shareholders representing at least 3% of the share capital may request the publication of a supplement to this notice of the General Shareholders’ Meeting, including one or more items on the agenda, provided that the new items are accompanied by a justification or, as the case may be, a justified proposed resolution. The exercise of this right must be effected by means of reliable notification to be received at the registered office within five days following the publication of the notice of the meeting. The supplement must be published at least fifteen days prior to the date set for the meeting. Failure to publish the supplement within the deadline shall be grounds for challenging the meeting. They may also submit reasoned proposals for resolutions on matters already included or to be included on the agenda of the meeting called. The Company shall ensure the dissemination of these proposed resolutions and any documentation attached thereto to the rest of the shareholders, in accordance with the legislation in force.
For this purpose, shareholders must indicate the number of shares they own or represent. Shareholders wishing to exercise this right must send such supplement by means of a certified notice to be received at the Company’s registered office (C/ Gobelas, 15, (28023), Madrid; for the attention of the Secretary of the Board of Directors) within five days following the publication of this notice.
Pursuant to the provisions of Articles 197 and 520 of the Capital Companies Act, shareholders may request from the Board of Directors, up to the fifth day prior to the Meeting, or verbally during the Meeting, the documentation, reports or clarifications they deem pertinent regarding the matters included in the agenda, or submit in writing the questions they deem pertinent. If the shareholder’s right cannot be satisfied at that time, the directors shall be obliged to provide the requested information in writing within seven days following the end of the meeting. Infringement of the right to information will only entitle the shareholder to demand compliance with the obligation to provide information and any damages that may have been caused, but will not be grounds for challenging the general meeting. In the event of abusive or detrimental use of the information requested, the shareholder will be liable for the damages caused.
Shareholders may also request information, clarifications or ask questions in writing about the information accessible to the public that has been provided by the company to the National Securities Market Commission and the auditor’s report since the last General Meeting was held, i.e. since August 6, 2021. The Board of Directors must provide the requested information to the shareholders, unless, in the Chairman’s opinion, it would be detrimental to the Company’s interests. This exception shall not apply when the request is supported by shareholders representing at least twenty-five percent of the share capital. In the event that the requested information cannot be provided at the General Meeting itself and its refusal is not appropriate, the directors shall be obliged to provide such information in writing within seven days from the end of the meeting.
Likewise, shareholders may examine at the registered office and obtain immediately and free of charge the documentation relating to the items on the agenda to be submitted for their consideration. In addition, the aforementioned documents shall be accessible by telematic means through the Company’s website (www.grupourbas.com), as well as requesting the Company to deliver or send all these documents and information free of charge and immediately in the cases and under the terms established by law, and especially with regard to agenda items 1, 2, 3, 4, 5, 6, 8 and 9.
Shareholders holding at least 50 shares of the Company may attend the General Meeting provided that they are registered in the corresponding book-entry registry five days prior to the date of the General Meeting, which may be evidenced by means of the appropriate attendance card or certificate issued by any of the entities legally authorized to do so. They may also confer their representation to another shareholder with the right to attend. Shareholders who do not hold sufficient shares to attend the General Meeting may group them with those of other shareholders who are in the same case until the required minimum is reached, appointing a proxy. The grouping must be accredited in writing signed by all the shareholders grouped together, especially for each Meeting, designating the person who will represent them and by showing the attendance and delegation cards referred to in the following paragraph, completed, for the purpose of conferring the representation.
Likewise, shareholders may exercise their right to participate in the general meeting and vote on the proposals on items included in the agenda of the general meeting, exercised directly by the shareholder by means of postal or electronic correspondence or any other means of remote communication.
Shareholders who do not attend this General Shareholders’ Meeting may be represented by another person, complying with the requirements and formalities required by the Company’s Bylaws and current legislation. The right to vote, as well as any other right that may correspond to the shareholders, shall be exercised in accordance with the provisions of the Company’s Bylaws and, in the absence thereof, with the Capital Companies Act. In order to be valid, the proxy granted by any permitted remote means must be received by post by the Company at least two days prior to the date of the General Meeting on first call, i.e. before midnight on July 6, 2022. Otherwise, the proxy shall be deemed not to have been granted and the vote shall be deemed not to have been cast.
The Company has made available to shareholders on the Company’s website (www.grupourbas.com) the forms to be used for proxy and remote voting, as well as the necessary instructions for their correct completion and submission to the Company.
Pursuant to art. 514 et seq. of the Capital Companies Act, the company shall guarantee equal treatment of all shareholders in the same position with regard to information, participation and the exercise of voting rights at the general meeting.
Likewise, and in compliance with Article 528.2 of the Capital Companies Act, an Electronic Shareholders’ Forum has been set up on the Company’s website (www.grupourbas.com), in order to facilitate communication between shareholders prior to the General Shareholders’ Meeting. Translated with www.DeepL.com/Translator (free version)
TOTAL NUMBER OF SHARES AND VOTING RIGHTS EXISTING AT THE ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING
Pursuant to the provisions of Article 518 of the Capital Companies Act, the Shareholders are hereby informed of the following points:
- Total number of shares on the date of the call: The share capital is FOUR HUNDRED AND THIRTY-FIVE MILLION EIGHT HUNDRED AND SEVENTY-NINE THOUSAND FIVE HUNDRED AND SEVENTY SEVEN EUROS AND SIXTY-EIGHT CENTS (435. 879,577.68), distributed in 435,879,577.68 shares, with a nominal value of 0.010 euros each, numbered sequentially from 1 to 435,879,577.68, both inclusive.
- Voting rights at the date of the call: According to Article 12 of the Company’s Bylaws, every fifty shares entitle the holder to one vote, and therefore there are a total of 879,759,155 shares, without prejudice to the rights of grouping.
- Classes of shares: There are no shares, since they are all of the same class.
PROPOSED RESOLUTIONS RELATING TO THE ITEMS ON THE AGENDA OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING
DOCUMENTATION MADE AVAILABLE TO SHAREHOLDERS
Annual Accounts (Balance Sheet, Profit and Loss Account, Statement of Changes in Equity, Cash Flow Statement and Annual Report) and Management Report of Urbas Grupo Financiero, S.A. and its Consolidated Group, together with the corresponding Auditors’ Report, for the year ended December 31, 2021, relating to item ONE of the Agenda.
Report on the remuneration policy of the Board of Directors prepared by the Appointments and Remuneration Committee, referring to the 2021 financial year.
Report issued by the directors, as well as the report issued by the company’s auditor, in compliance with article 301.3 of the Capital Companies Act on the increase of share capital by means of offsetting credits.
Report on the proposed appointment of Mr. JUAN ANTONIO ACEDO FERNÁNDEZ regarding item FOUR of the Agenda.
Report on the proposed appointment of Mr. PABLO COBO MORAL regarding item NINTH on the Agenda.
Report on the proposal for the appointment of Mr. ADOLFO JOSÉ GUERRERO HIDALGO regarding item TEN of the Agenda.
Report prepared by the Board of Directors of the Company in compliance with the provisions of Articles 285 and 286 of the Capital Companies Act, justifying the reasons for the proposal to amend the Regulations of the Board of Directors, the Regulations of the Shareholders’ Meeting and the Bylaws, which is submitted for the approval of the General Shareholders’ Meeting, convened for July 8, 2022 at first call and, if appropriate, at second call on July 9, 2022.
FORMS TO BE USED FOR PROXY AND ABSENTEE VOTING