Article 11. Accreditation of status as shareholder
The shareholder must accredit his/her status as such (either as owner of shares or as a personentitled to exercise the rights of a shareholder according to the Articles of Association) with respect tothe shares with respect to which he/she intends to attend the General Meeting.Accreditation must be performed in the form chosen by the Board of Directors or its delegate bodiesfrom among those envisaged in these Regulations, as indicated in the notice of Meeting.
The notice may also establish the deadline for accreditation. If no deadline is expressly established,accreditation must be performed no later than 17.00 hours on the third day prior to the date on whichthe General Meeting is scheduled to be held at first call. The Board of Directors may set a deadlinecloser to the date of the Meeting.
Accreditation of the status as shareholder will be performed via (i) the Acciona attendance card issuedto the shareholder by Acciona or, if permitted and indicated in the notice of the call to Meeting by theBoard of Directors or its delegate bodies, (ii) the certificate of shareholder status, or (iii) the attendancecard for the General Meeting issued by the Depositaries, provided that each such method complieswith the following characteristics:
Acciona attendance card: issued by Acciona itself and made available, in the registered office, tothe shareholders who, within the period established for that purpose, have accredited their statusas such by one of the means referred to in the following two sections;
Certificate of shareholder status: issued, at most, six months prior to the date on which theGeneral Meeting is scheduled to be held at first call, by the entity responsible for the shareregistry book or by a member firm of the securities registration, settlement and clearing systemswhich is a depositary of the shares of Acciona ("Depositaries"), Acciona being entitled to demandthat the certificate or the shares be deposited or blocked until the General Meeting concludes;
Depositary attendance card: issued by a Depositary for the specific General Meeting.
In any case, shareholders are entitled to attend the Meeting provided that they accredit that they areregistered in the book entries of the firm responsible for the share registry book or the Depositary atleast five calendar days prior to the date on which the Meeting is scheduled to take place, by means ofa nominative document issued by one of those entities, except where Acciona is informed of the lossof shareholder status between this time and the calling to order of the General Meeting.
Acciona's personnel may check whether the shareholder who has accredited his/her status more thanfive days in advance is still a shareholder on the fifth day prior to the date scheduled for the Meeting atfirst call, or on a date between the two, according to the list of registered shareholders drawn up by theentity responsible for the share registry book on the date in question or at the time the Meeting iscalled to order.The right to attend the General Meeting will not be granted to accredited shareholders who do notappear on the list, except where it is demonstrated that the share ownership or voting rights wereacquired between the date on which the list was closed and the date the Meeting is held.
The Company or a third party appointed by it, will be entitled to obtain the information that enables it todetermine the identity of the shareholders from the central securities depositary, in order tocommunicate with them directly and facilitate the exercise of their rights and their involvement in theCompany. This information will include, at least: a) their name and contact details; including the fulladdress and, if available, the shareholder’s email and, in the case of legal persons, their uniqueidentifier, such as the legal identity identifier (LEI) or, if it does not have one, its registration number ortax identification number, b) the number of shares held; and c) if the Company so requests, any of thefollowing details: the classes of shares and, when available, the date it acquired the shares. Any otherpersonal data will be supplied when it is necessary to enable the Company to identify its shareholdersand communicate with them.
The website will display, on a permanent basis, the requirements and procedures that Acciona willaccept to accredit share ownership, the right to attend the General Meeting, and the exercise or thedelegation of the right to vote. Those requirements and procedures will be interpreted in such a way asto favour attendance and the exercise of shareholder rights and their application in a nondiscriminatory way.
Article 12. Formal requirements and deadlines for granting proxies and for postal voting (by mail, e-mail or any other means of remote communication)
Shareholders may grant proxies or vote by mail, e-mail or any other means of remotecommunication, according to the provisions of this Article.
The granting of proxies and the casting of votes by mail, e-mail or any other means of remotecommunication shall be admitted if the physical or electronic document thus sent are received byAcciona in its registered office five days prior to the date set for the General Meeting. The Board ofDirectors may establish a shorter notice period, reducing it as much as possible bearing in mindtechnical possibilities and orderly processing. In any case, it shall not be later than 17.00 hours onthe second day prior to the date on which the General Meeting is scheduled to be held at first call.
The proxy or vote thus cast must comply with the general requirements of the law and of theseRegulations and, in particular, those applicable to the public solicitation of proxies.
If the proxy or vote is communicated by post, it must be accompanied by:
Accreditation of ownership of shares, attaching the original or a certified copy of the relevantdocument in accordance with Article 11 above; and,
Accreditation (i) of the identity of the shareholder and (ii) that the proxy or vote corresponds withhis/her will. For that purpose, the document containing the proxy or vote must be signed by theshareholder and the signature must be witnessed by a notary public. Notarial legitimation shallnot be required if the Board of Directors resolves not to demand it, by so stating in the notice, onthe condition that the proxy or vote is stated in the original attendance card issued by aDepositary. The Board of Directors may require, by so stating in the notice, that the attendancecard be accompanied by a photocopy of an official document of identification of the signatory. Ifthe shareholder is a legal entity or individual being represented by a third party, the Board ofDirectors may also require, by so stating in the notice, that the attendance card on which theproxy or vote is stated be accompanied by a copy of a public instrument or of the original of theprivate document evidencing the powers of the proxy who signs the attendance card on behalf ofthe shareholder.
If the proxy or vote is communicated by e-mail or by any other means of remote communication:
The identity of the shareholder and the authenticity of the content of the message must beaccredited by means of a recognised electronic signature or any other system of identificationrecognised by Acciona at any given time in accordance with Article 13 of these Regulations; and,
It must be communicated to Acciona via the e-mail address indicated in the notice or, if Acciona´sweb site is equipped for this purpose, via Acciona´s web site.
In the case of electronic or distance voting, the Board of Directors may require that the vote be castusing the form or file posted on Acciona´s web site from the date of publication of the notice.
Votes cast by these means must indicate clearly and unconditionally if they are votes in favour, votesagainst or blank votes, or abstentions, with regard to each of the proposals made by the Board ofDirectors relating to the various items on the Agenda. In the event there are resolutions proposed byparties other than the Board of Directors, the vote may also refer to them in the same clearunconditional terms.
Shareholders who cast their vote by mail, e-mail or any other means of remote communication inaccordance with these Regulations shall be considered to be in attendance at the General Meetingfor the purposes of the quorum and determining the majority vote.
Attending the General Meeting in person shall revoke any proxy or vote previously communicated toAcciona by mail, e-mail or any other means of remote communication.
Other forms of remote communication shall be understood to include communication via the Internetwith Acciona´s web site to download, complete and return the forms available on the web site for thepurposes of granting proxies or casting votes in relation to a General Meeting. The Board of Directorsmay recognise any other means of remote communication by so stating in the notice, provided thatthe identity of the person granting the proxy or voting by this method is duly guaranteed.
Article 13. Accreditation of identity and of the authenticity of the communication in correspondence by e-mail or other distance means of communication
Shareholders with the right to attend who wish to vote in General Meetings by electronic or otherdistance methods envisaged in the Articles of Association and these Regulations must accredit theiridentity by means of:
A recognised electronic signature obtained from a body that provides certification servicesrecognised by the Board of Directors or its delegate bodies; or,
Any other system (involving keys, devices or other) that has been recognised by the Board ofDirectors or its delegate bodies, established by Acciona itself, by the entities responsible forsecurities bookkeeping, or by third parties.
The entities providing certification services whose electronic signatures are recognised by Accionaand any other systems of identification established or accepted by Acciona are those that appear atany given time on the list at the end of these Regulations, drawn up at any given time by the Board ofDirectors or its delegate bodies.
Shareholders may, at any time, even prior to the publication of the notice of Meeting, accredit theiridentity to Acciona and request the keys, devices or any other instruments, other than the electronicsignature, arranged by Acciona so that they are subsequently recognised by the systems (of Accionaor third parties) for identifying shareholders, granting proxies and voting, as envisaged in section 1above, when the General Meeting is called.
For the purposes of recognition of the shareholder and of the shares with the right to attend thathe/she owns and of the means which evidence it, the shareholder must, in all cases, accredit his/heridentity and accredit or prove his/her status as a shareholder entitled to attend the Meeting, inaccordance with Articles 11 and 12 above.
Article 14. Indirect shareholders
Acciona will only recognise as shareholders with the right to attend those shareholders who areregistered, as the owner of shares or as being entitled to exercise the right to vote, in the registers ofthe entity or entities responsible for share bookkeeping or the Depositaries.
In the event that the shareholder holds the shares on behalf of one or more third parties, those thirdparties will not be entitled to attend and vote except as representatives of the registered shareholderand only if the latter grants proxy to them in the form envisaged by these Regulations.
A single shareholder who is duly accredited as such but is acting for the account of third parties mayvote fractionally in accordance with his/her clients' instructions; likewise, so may a legal person that isa shareholder appoint two or more representatives that are direct shareholders of that shareholder.Moreover, the intermediary can delegate the vote to each of the end beneficiaries or third partiesdesignated by them. Intermediary entities authorised as shareholders will also relay the informationrelated to the exercise of the rights that they have received directly from the end beneficiaries or fromother intermediary entities to the Company or the third party designed by it, without delay.
In the event the person authorised as a shareholder by virtue of the share bookkeeping of the sharesis an intermediary entity that safeguards the shares on behalf of the end beneficiaries or anotherintermediary entity, the Company or a third party designated by it can ask the intermediary entitydirectly for the identity of the end beneficiaries, or do so indirectly via the central securities depositary,in accordance with the law.
Article 15. Right to attend
All shareholders are entitled to attend the General Meeting provided that they own at least sixty (60)shares of Acciona and that these are registered in the corresponding accounting register inaccordance with Securities Market law 24/1988, dated 28 July, and other applicable legislation.Shares may be grouped for these purposes.
Acciona´s directors are obliged to attend General Meetings.
The Chairperson of the General Meeting may authorise any person he/she deems appropriate toattend the Meeting. In particular, in order to divulge information about General Meetings and theadopted resolutions as broadly as possible, the Chairperson may allow the business press andfinancial analysts to attend General Meetings. Any media professional who attends the Meeting forthese purposes must be accredited.
The Chairperson may provide for the General Meeting to be recorded by audiovisual means or to betransmitted via Internet or the media.
Article 15bis. Attendance via electronic means and Meetings held via electronic means only
The General Meeting may be held in the following ways: physical attendance only, physicalattendance with the possibility of attending via electronic means or via electronic means only.
According to the terms of article 18.5 of the Articles of Association and the Spanish CompaniesAct, when the Board of Directors envisages this possibility and it is so established in theannouncement, the shareholders entitled to attend the General Meeting may do so remotely, viaelectronic means and simultaneously, in a manner in which they are recognised and identified,and issue their remote vote electronically while the Meeting is being held. The Board of Directors will determine, when calling each General Meeting and in view of the stateof the art and proper guarantees of security, the legal basis that facilitates and guaranteesattendance via electronic means, and assess the possibility of organising attendance with themeeting via electronic means.
Likewise, in accordance with the terms of the Articles of Association and if the Board of Directorsso decides, attendance at the General Meeting of Shareholders can also be via electronic meansonly, that is, without the physical attendance of shareholders or representatives, in which case itwill be considered held at the registered office and the minutes will be taken by a notary public. Inaddition to the provisions contained in the applicable legislation, the Articles of Association and inthese Regulations in relation to a General Meeting held via electronic means only, it will also benecessary that the shareholders can delegate or exercise their vote on the proposals containedon the agenda in advance, whether by post, electronic means or via other means of remotecommunication.
In this regard, and if the Board of Directors establishes the possibility of attending the Meeting viaelectronic means, it will state in the announcement the terms, form and means of exercising therights of the shareholders envisaged by the Board of Directors electronically, in line with the lawand the provisions of the Articles of Association, to allow the proper conduct of the GeneralMeeting of Shareholders, as well as the instructions they will have to follow to do so.
Shareholders wishing to attend the General Meeting of Shareholders and exercise their rights willidentify themselves via recognised electronic signatures obtained from an authority that providescertification services that is recognised by the Board of Directors.
Moreover, the announcement may stipulate, if so decided by the Management Body, that anyinterventions and proposed resolutions those intending to attend via electronic means plan tosubmit be sent to the Company before the Meeting is constituted. The replies to thoseshareholders attending the General Meeting of Shareholders electronically and that exercise theirright of information in the course of the meeting will take place during the course of the meetingand, in any event, in writing, within a term of seven days following the General Meeting ofShareholders.
Those shareholders who wish to attend via electronic means or vote via remote communicationmeans, if any of these means of remote communication were envisaged in the announcement ofthe Meeting, will have to accredit their identity and status as shareholder in the form and withinthe terms stipulated by the Management Body in the announcement. Attendance at a GeneralMeeting held via electronic means only cannot be made subject to registering more than onehour prior to the envisaged start of the meeting.
The Board of Directors may ask shareholder for any additional means of identification it considersnecessary to verify their status as shareholders and guarantee the authenticity of attendance viaelectronic means, as well as establishing and updating the means and procedures envisaged inthis article.
The interruption of communication, due to technical circumstances or for reasons of securityderived from supervening circumstances, cannot be invoked as unlawful deprival of shareholderrights, or as grounds for challenging the resolutions adopted by the General Meeting ofShareholders.
Attendance via electronic means by a shareholder or his/her representative will be equivalent inall respects to physical attendance at the General Meeting of Shareholders, meaning thatpersons attending electronically will be subject to the same rules on voting and the adoption ofresolutions, adapted to timeframes and characteristics envisaged for each of the forms ofattendance, and on revocation of prior delegations envisaged in the Articles of Association andthese Regulations for shareholders or representatives attending physically and they will beconsidered present for calculating the corresponding quorums.
Article 16. Proxies
Attendance of shareholders who are legal persons via whoever holds the power to represent themnotwithstanding, any shareholder who is entitled to attend may be represented at the GeneralMeeting by one or more persons, who need not be shareholders. Proxies shall be granted in awritten, signed document or by mail, e-mail or any other means of remote communication recognisedby Acciona, as provided for in Article 12 of these Regulations.
In all cases, proxies are specific to each General Meeting and shall always be revocable.
Attendance by the principal at the General Meeting, whether in person or through voting by mail, email or any other means of remote communication envisaged in Article 12 of these Regulations, shallrevoke any proxy that he/she may have granted to a third party.
As an exception, persons accredited to be the spouse, ascendant or descendant of the principal, orwho are empowered in a public instrument to administer all assets the principal owns in Spain, will beaccepted as proxies. These circumstances shall be accredited by presenting the documentation thatsufficiently accredits the relationship or the public instrument.
The special power of attorney and, as appropriate, prior notification, shall not be demanded from theproxy legally held by the governing bodies of legal persons and fund managers and other institutions.Accreditation or proof to Acciona´s personnel shall be sufficient.
In the notice, the Board of Directors may demand that the proxies of shareholders referred to insection 1 of this Article must be communicated to the Company, with the identity of the proxy, before23.59 hours on the day before the date on which the General Meeting is scheduled to take place.
Other provisions which may be included in the announcement of the General Meetingnotwithstanding, if the representation was validly granted pursuant to the rules in force and theseRegulations, but does not include instructions on exercising the vote or if doubts arise regarding therecipient or scope of the representation, it will be understood that (i) the delegation is made in favourof the Chairperson of the Board of Directors, Vice-chairperson, coordinating Director or Secretary ofthe Board, in this order; (ii) it refers to all the items on the agenda of the General Meeting ofShareholders, (iii) it opts to vote in favour of all the proposals formulated by the Board of Directorsand (iv) it covers any items that may arise that are not on the agenda, in relation to which therepresentative will refrain from voting, unless he/she has reason to decide that voting for or againstthose proposals would be more favourable for the interests of the principal.
The provisions of the foregoing paragraph notwithstanding, in the event the representative finds him-/herself in a conflict of interest situation, in the absence of express instructions from the representedshareholder, it will be understood that the representative as also designated as representatives,severally and in succession, the Chairperson of the General Meeting of Shareholders and, if he/sheis in a conflict of interest situation, Vice-chairperson, coordinating Director or Secretary of theMeeting, in this order, and if they are all in a conflict of interest situation, the Vice-chairperson of theBoard of Directors. The above is established notwithstanding whether or not the information on the conflict of interestwas provided to the representative of the shareholder before he/she was appointed.
Article 17. Public solicitations of proxies
A public proxy will be understood to exist where more than three shareholders are represented by asingle person, whether a director of Acciona, depository or any third party.Representation by family members or legal representatives, whether organic or institutional, pursuantto sections 4 and 5 of the preceding article will not be considered for these purposes.
Representation by public proxy must be formalised in accordance with any format established orapproved by the National Securities Market Commission (CNMV) that is binding for Acciona.
In all cases of public proxies, the power of attorney must contain or be accompanied by the agenda,the request for voting instructions and the way in which the principal wishes to vote or the way in whichto vote, where the principal does not give explicit instructions.The power of attorney may also contain the request for instructions and the orders that therepresentative must follow, either expressly or tacitly, with regard to other decisions not included onthe agenda but which may, by law, be decided at the General Meeting.
If express or subsidiary voting instructions have not been given, either because they are not stated inthe corresponding document or because the General Meeting is going to resolve on matters which, bylaw, do not have to be included in the Agenda and are not envisaged in the proxy, the proxy must votein the way he/she believes is most favourable to the interests of the shareholder he/she represents.
Where the principal gives voting instructions, the proxy may depart from them if circumstances arisewhich were not known at the time the instructions were given and the principal's interests are injeopardy.
Directors of Acciona or other persons that represent shareholders by virtue of public proxies cannotexercise the voting right corresponding to the shares represented on those items of the agenda, or notincluded on the agenda but transacted during the session as permitted by law, with which the directorwho is a representative is in a conflict of interest. To anticipate the possibility of a conflict, the proxymay be granted alternatively and subsidiarily to other people.The following decisions, inter alia, are considered to be affected by this restriction:
their appointment or ratification as director;
their dismissal, removal or resignation as director;
derivative suits brought against this person; and
the approval or ratification, as appropriate, of corporate operations with the director in question,with companies controlled by this person or which he/she represents, or with persons acting onhis/her behalf.
This restriction will not apply when the principal has specified in the proxy form the way in which therepresentative must vote, whether expressly or by identifying the proposals to be approved byreference.
Public proxies will not prevent the unrestricted exercise of the proxy's voting rights with regard tohis/her own shares or those held by virtue of legal, organic or institutional representation.
The representative must provide the shareholder with detailed information on any conflict of interests,in accordance with the provisions of current legislation.
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