The Board of Directors, at its meeting held on 3 July 2023, resolved to convene the Ordinary and Extraordinary General Shareholders’ Meeting of Urbas Grupo Financiero S.A., to be held at the Hotel Eurostars, located in Madrid, Cuatro Torres Business Area (CTBA), P.º de la Castellana, 259, B, Sala Amsterdam, at 11:00 a.m. on 4 August 2023 on first call and, if appropriate, on second call on 5 August 2023 , at the same place and time, in accordance with the following,
FIRST.- Examination and approval of the 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, as well as the proposed application of results and corporate management, all referring to the financial year ended 31 December 2022.
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 2022 financial year, in accordance with the provisions of art. 61.ter of the Securities Market Act.
THIRD.- Ratification, if appropriate, of the appointment of Mr. Ignacio Checa Zavala, as a new member of the Board of Directors with the status of independent director, made by the co-optation system by the Board itself at the meeting held on 16 June 2023.
FOURTH.- Appointment of the auditor of the Company and its consolidated group for the financial years 2023, 2024 and 2025.
FIFTH.- Amendment of articles 14 and 17 of the Articles of Association to adapt them to the Capital Companies Act regarding the power to issue debentures.
SIXTH.- Amendment of article 25.bis of the Articles of Association with regard to the Audit and Sustainability Committee.
SEVENTH.- Presentation of the Company’s Strategic Plan.
EIGHTH.- Delegation of powers to the Board of Directors, with powers of substitution, for the formalisation, correction, registration, interpretation, development, notarisation and execution of the resolutions resulting from the foregoing points.
NINTH.- Requests and questions.
TENTH.- 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 call to the General 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. This right must be exercised by means of a duly authenticated notice to be received at the registered office within five days of the publication of the notice of call. The supplement must be published at least fifteen days before the date set for the meeting. Failure to publish the supplementary notice 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 that these proposed resolutions and any accompanying documentation are disseminated to the rest of the shareholders, in accordance with prevailing legislation.
To this end, shareholders must indicate the number of shares they own or represent. Shareholders wishing to exercise this right must send said supplement by means of a certified notification to be received at the registered office of the company (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, such documentation, reports or clarifications as they deem appropriate regarding the items on the agenda, or ask such questions in writing as they deem appropriate. 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 of the end of the meeting. Infringement of the right to information shall only entitle the shareholder to demand compliance with the obligation to provide information and any damages that may have been caused, but shall not be grounds for challenging the general meeting. In the event of abusive or detrimental use of the information requested, the shareholder shall 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 8 July 2022. The Board of Directors must provide the shareholders with the information requested, unless in the Chairman’s opinion it would be detrimental to the company’s interests. This exception shall not apply if the request is supported by shareholders representing at least twenty-five per cent of the share capital. In the event that the information requested cannot be provided at the general meeting itself, and if such information cannot be refused, the directors shall be obliged to provide such information in writing within seven days of the end of the meeting.
Shareholders may also 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. Furthermore, the aforementioned documents shall be accessible telematically via 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, 5 and 6.
Shareholders holding at least 50 shares in the company may attend the General Meeting provided that they are registered in the corresponding book-entry register five days prior to the date of the General Meeting, which they may prove by means of the appropriate attendance card or certificate issued by one of the entities legally authorised to do so. They may also grant a proxy to another shareholder entitled to attend. Shareholders who do not hold sufficient shares to attend the General Meeting may group them with those of other shareholders in the same situation 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, appointing the person to represent them and showing the attendance and proxy cards referred to in the following paragraph, completed, for the purpose of conferring representation.
They may also make use of their right to participate in the general meeting and vote on the proposals on items on the agenda of the general meeting, exercised directly by the shareholder by post, e-mail 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 Articles of Association and current legislation. Voting rights, as well as any other rights to which shareholders may be entitled, shall be exercised in accordance with the provisions of the Articles of Association and, in the absence thereof, with the provisions of the Capital Companies Act. In order to be valid, proxies 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 2 August 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 Meeting.
In Madrid on 3 July 2023.
Non-Director Vice-Secretary of the Board of Directors of Urbas Grupo Financiero S.A.
Mr Ángel Acebes Pérez