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Proxies and voting rights

Legitimation to attend (Article 15 of Shareholders´ Meeting Regulation)

  1. All shareholders are entitled to attend the Shareholders´ Meeting provided that they own at least sixty (60) shares of Acciona and that these are registered in the corresponding accounting register in accordance with Securities Market law 24/1988, dated 28 July, and other applicable legislation. Shares may be grouped for these purposes.
  2. Acciona´s directors are obliged to attend Shareholders´ Meetings.
  3. The Chairperson of the Shareholders´ Meeting may authorise any person he/she deems appropriate to attend the Meeting. In particular, in order to divulge information about Shareholders´ Meetings and the adopted resolutions as broadly as possible, the Chairperson may allow the business press and financial analysts to attend Shareholders´ Meetings. Any media professional who attends the Meeting for these purposes must be accredited.
  4. The Chairperson may provide for the Shareholders´ Meeting to be recorded by audiovisual means or to be transmitted via Internet or the media.

Proxies (Article 16 of Shareholders´Meeting Regulation)

  1. Any shareholder who is entitled to attend may be represented at the Shareholders´ Meeting by one or more persons, who need not be shareholders. Proxies shall be granted in a written, signed document or by mail, e-mail or any other means of remote communication recognised by Acciona, as provided for in Article 12 of this Regulation.
  2. In all cases, proxies are specific to each Shareholders´ Meeting and shall always be revocable.
  3. Attendance by the principal at the Shareholders´ Meeting, whether in person or through voting by mail, e-mail or any other means of remote communication envisaged in Article 12 of this Regulation, shall revoke any proxy that he/she may have granted to a third party.
  4. As an exception, persons accredited to be the spouse, ascendant or descendant of the principal, or who are empowered in a public instrument to administer all assets the principal owns in Spain, will be accepted as proxies. These circumstances shall be accredited by presenting the documentation that sufficiently accredits the relationship or the public instrument.
  5. The special power of attorney and, as appropriate, prior notification, shall not be demanded from the proxy 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.
  6. In the notice, the Board of Directors may demand that the proxies of shareholders referred to in section 1 of this Article must be communicated to the Company, with the identity of the proxy, before 00.00 hours on the day before the date on which the Shareholders´ Meeting is scheduled to take place.

Formal requirements and deadlines for granting proxies and for postal voting (by mail, e-mail or any other means of remote communication) (Article 12 of Shareholders´ Meeting Regulation)

  1. Shareholders may grant proxies or vote by mail, e-mail or any other means of remote communication, according to the provisions of this Article.
  2. The granting of proxies and the casting of votes by mail, e-mail or any other means of remote communication shall be admitted if the physical or electronic document thus sent are received by Acciona in its registered office five days prior to the date set for the Shareholders´ Meeting. The Board of Directors may establish a shorter notice period, reducing it as much as possible bearing in mind technical possibilities and orderly processing. In any case, it shall not be later than 17.00 hours on the second day prior to the date on which the Shareholders´ Meeting is scheduled to be held at first call.
  3. The proxy or vote thus cast must comply with the general requirements of the law and of this Regulation and, in particular, those applicable to the public solicitation of proxies.
  4. If the proxy or vote is communicated by post, it must be accompanied by:
    1. Accreditation of ownership of shares, attaching the original or a certified copy of the relevant document in accordance with Article 11 above; and,
    2. Accreditation (i) of the identity of the shareholder and (ii) that the proxy or vote corresponds with his/her will.
  5. For that purpose, the document containing the proxy or vote must be signed by the shareholder and the signature must be witnessed by a notary. Notarial legitimation shall not be required if the Board of Directors resolves not to demand it, by so stating in the notice, on the condition that the proxy or vote is stated in the original attendance card issued by a Depositary. The Board of Directors may require, by so stating in the notice, that the attendance card be accompanied by a photocopy of an official document of identification of the signatory. If the shareholder is a legal entity or individual being represented by a third party, the Board of Directors may also require, by so stating in the notice, that the attendance card on which the proxy or vote is stated be accompanied by a copy of a public instrument or of the original of the private document evidencing the powers of the proxy who signs the attendance card on behalf of the shareholder.
  6. If the proxy or vote is communicated by e-mail or by any other means of remote communication:
    1. The identity of the shareholder and the authenticity of the content of the message must be accredited by means of a recognised electronic signature or any other system of identification recognised by Acciona at any given time in accordance with Article 13 of this Regulation; and, It must be communicated to Acciona via the e-mail address indicated in the notice or, if Acciona's web site is equipped for this purpose, via Acciona´s web site.
  7. In the case of electronic or distance voting, the Board of Directors may require that the vote be cast using the form or file posted on Acciona´s web site from the date of publication of the notice.
  8. Votes cast by these means must indicate clearly and unconditionally if they are votes in favour, votes against or blank votes, or abstentions, with regard to each of the proposals made by the Board of Directors relating to the various items on the Agenda. In the event there are resolutions proposed by parties other than the Board of Directors, the vote may also refer to them in the same clear unconditional terms.
  9. Shareholders who cast their vote by mail, e-mail or any other means of remote communication in accordance with this Regulation shall be considered to be in attendance at the Shareholders´ Meeting for the purposes of the quorum and determining the majority vote.
  10. Attending the Shareholders´ Meeting in person shall revoke any proxy or vote previously communicated to Acciona by mail, e-mail or any other means of remote communication.
  11. Other forms of remote communication shall be understood to include communication via the Internet with Acciona's web site to download, complete and return the forms available on the web site for the purposes of granting proxies or casting votes in relation to a Shareholders´ Meeting. The Board of Directors may recognise any other means of remote communication by so stating in the notice, provided that the identity of the person granting the proxy or voting by this method is duly guaranteed.
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