Rules and Regulations

COMPAÑÍA ESPAÑOLA DE PETRÓLEOS, S.A.
RULES AND REGULATIONS FOR SHAREHOLDERS MEETINGS
Translation of a document originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails
TABLE OF CONTENTS
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TITLE I.-INTRODUCTION
Art. 1.- Purpose
Art. 2.- Approval, additions, amendments, duration and interpretation
Art. 3.- Public Disclosure
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TITLE II.- SHAREHOLDERS MEETINGS
Art. 4.- Shareholders Meetings
Art. 5.- Types of Meetings
Art. 6.- Powers and authorities of Ordinary Shareholders Meetings
Art. 7.- Powers and authorities of the Extraordinary General Meeting
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TITLE III.- CONVENING AND PREPARATION OF THE SHAREHOLDERS MEETING
Art. 8.- Power and obligation to convene Shareholders Meetings
Art. 9.- Notice to the Shareholders Meetings
Art. 10.- Rights to Information
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TITLE IV.- PROCEDURES FOR HOLDING SHAREHOLDERS MEETINGS
Art. 11.- Assembly
Art. 12.- Right of Attendance
Art. 13.- Proxies
Art. 14.- List of Persons Attending
Art. 15.- Constitution of the Shareholders Meeting
Art. 16.- Presiding Panel of the Shareholders Meetings
Art. 17.- Order and Conduct of Shareholders Meetings
Art. 18.- Procedures of the Shareholders Meeting
Art. 19.- Request to take the floor
Art. 20.- Remarks by Shareholders
Art. 21.- Information
Art. 22.- Request and Proposals
Art. 23.- Extension and adjournment of the Meeting
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TITLE V.- RESOLUTIONS
Art. 24.- Proposals submitted for voting
Art. 25.- Voting
Art. 26.- Adoption of Resolutions
Art. 27.- Minutes of the Shareholders Meeting
Art. 28.- Adjournment of the Meeting
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TITLE VI.- PUBLIC DISCLOSURE OF THE RESOLUTIONS
Art. 29.- Public disclosure of the resolutions
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COMPAÑÍA ESPAÑOLA DE PETRÓLEOS, S.A.
Rules and Regulations for Shareholders Meetings
TITLE I. INTRODUCTION
Article 1. Purpose
These Regulations of the Shareholders Meetings of Compañía Española de
Petróleos, S.A. (hereinafter CEPSA) shall systematically set out applicable rules and
standards; govern the Meeting’s calling, preparation, information, attendance and
conduct; specify the ways in which shareholders can exercise their rights; and
establish the procedures to publicly disclose the resolutions passed.
They are aimed at fomenting the participation of shareholders in order to have a
voice in the development of the company, for whose purposes the appropriate
measures shall be adopted to distribute them among the company’s shareholders
and investors.
Article 2. – Approval, additions, amendments, duration and interpretation
The Shareholders Meeting shall have the authority to approve these Rules and carry
out any subsequent additions or amendments.
These rules shall have an unlimited duration and shall become effective as of the date
of their approval by the Shareholders Meeting, and shall be interpreted in accordance
with the provisions of laws in force and the Company’s by-laws. In the event of conflict
between these Rules and the Company’s by-laws, the latter shall prevail.
Article 3. – Public Disclosure
These Rules shall be made available to the shareholders on the occasion of the
Shareholders Meetings held, and likewise, for reference purposes, they shall be
provided to both shareholders and the investing public at the company’s head offices,
with copies obtainable free of charge at the “Office of Shareholder Services” or on the
internet at the company’s website, which is www.cepsa.com.
TITLE II. SHAREHOLDERS MEETINGS
Article 4. – Shareholders Meetings
The Shareholders Meetings, constituted in accordance with legal requisites and
formalities, and the company’s bylaws, is the maximum decision-making body of the
Company, with the resolutions adopted by same having legal force, and binding upon
all shareholders, including those who are in disagreement or absent from the
meeting, without prejudice to the actions that they may be entitled to by law.
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Article 5. Types of Meetings
Shareholders Meetings may be either Ordinary or Extraordinary.
Article 6. – Powers and authorities of Ordinary Shareholders Meetings
Ordinary Shareholders Meetings, duly called in advance, shall necessarily meet once
a year within the first six months of each financial period in order to deliberate and
pass resolutions concerning the following matters:
•
Examination and approval, where appropriate, of the Financial Statements
(balance sheet, statements of income and annual reports) and Management
Discussion & Analysis) for both the parent company CEPSA and the
consolidated CEPSA Group and approval, where appropriate, of the proposal
for distribution of profits obtained by CEPSA.
•
Approval or rejection of the corporate governance carried out by the Board of
Directors, Executive Committee and Chief Executive Officer (s).
•
Appointment and removal, whether or not their term has expired, of the
Independent Auditors commissioned to examine and verify the Financial
Statements of the CEPSA and the consolidated CEPSA Group.
•
Renewal of the Board Directors or ratification, where appropriate, of the
provisional appointments to fill in vacant seats, made by the Board itself.
•
Any other matters corresponding to the Shareholders Meeting and included in
the Agenda of the Notice to the Shareholders Meeting.
Article 7 . – Powers and authorities of the Extraordinary General Meeting
Any Shareholders Meeting that does not meet the criteria provided for in the
preceding article shall be considered an Extraordinary Shareholders Meeting and
shall have full powers to deliberate on and pass resolutions concerning the following
matters:
•
Amendment of the Company Bylaws and these Rules.
•
Increase of the company’s share capital and establishment of corporate debt
through the issuance of debentures, bonds or other titles that may or may not
be convertible to shares.
•
Decrease of the company’s share capital; modification or amortization of the
shares already issued and the issuance of preferred shares.
•
Dissolution of the Company; change in name, registered office or corporate
purpose of same; realization of mergers or spin-offs, or other acts that involve
the transfer, en bloc, of assets, rights and obligations of the Company.
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•
Appointment and removal, whether or not their term has expired, of the
Independent Auditors commissioned to examine and verify the Financial
Statements of CEPSA and the consolidated CEPSA Group.
•
Renewal of the Board Directors or ratification, where applicable, of the
provisional appointments to fill in vacant seats, made by the Board itself.
•
Any other matters corresponding to the Shareholders Meeting and included in
the Agenda of the Notice of the meeting.
The powers of the Extraordinary Shareholders Meeting to deliberate or pass
resolutions concerning the aforementioned matters are understood to be
notwithstanding those held, as regards these same matters, by the Ordinary
Shareholders Meeting of the Company.
TITLE III. – CONVENING AND PREPARATION OF THE SHAREHOLDERS
MEETING
Article 8. – Power and obligation to convene Shareholders Meetings
Ordinary Shareholders Meetings must be formally convened by the Board of
Directors of the Company.
The Board of Directors may call an Extraordinary Shareholders Meeting whenever it is
deemed advisable for the best interest of the company, or when requested by one or
several shareholders who hold at least five (5) per cent of the subscribed capital,
specifically stating the items they wish to have discussed at the Meeting in their request.
In the latter case, the extraordinary meeting must be held no later than thirty (30)
days following the date on which the Board receives the notarized request to be
convened, and the Board shall prepare the Agenda, necessarily including the matters
raised in the request and any others it deems advisable to discuss.
Article 9.- Notice to the Shareholders Meetings
The notice convening Shareholders Meetings shall be issued at least fifteen (15)
calendar days prior to the date on which it is scheduled to be held on first call.
The notices shall be published in the "Official Gazette of the Mercantile Registry" and
in at least one of the major newspapers in the province where the Company has its
registered offices. The notice shall likewise be available through the internet, on the
company’s website at www.cepsa.com.
The notice of such meeting shall state whether it is an Ordinary or Extraordinary
Meeting or both; its purpose; the Agenda or list of items to be discussed; the date
and time of the meeting on first and second call, and the venue. A period of at least
twenty-four hours must elapse between the first and second call.
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If a Shareholders Meeting, duly convened, is not able to be held on first call, and the
notice itself does not state the date of the second call, the latter should be
announced following the same rules and requisites of public disclosure as for the first
call, within fifteen (15) days following the date of the Shareholders Meeting not held,
and at least eight (8) days prior to the date on which the Meeting on second call is to
be held.
Article 10. – Rights to Information
Starting from the time of publication of the notice to the Shareholders Meeting, any
shareholder may obtain, promptly and free of charge, a copy of the Financial
Statements, Management Discussion & Analysis, the Proposal for Profit Distribution,
the Independent Auditors’ Reports and any other documents required by law,
requesting these documents from the Company’s Department of Shareholder
Services, or asking that they be forwarded to his/her address, free of charge,
Likewise, starting from the time of publication of the notice of the Shareholders
Meeting, shareholders may read at the company’s headquarters, or may ask to be
sent, free of charge, to their designated address, the complete text of the respective
proposal or proposals that the Board of Directors plans to present for the
consideration and ultimate approval of the Shareholders Meeting, including any
mandatory reports or documents, which shall be included on the company’s website
at www.cepsa.com.
Up until the seventh (7th ) day prior to the scheduled date of the Shareholders
Meeting, shareholders may request the Board of Directors to provide them with any
information or clarifications they deem necessary on the matters contained in the
Agenda for the meeting, or may formulate any questions they deem pertinent in
writing. Likewise, within this same timeframe, shareholders may request information
or clarifications or formulate their questions in writing regarding publicly-available
information submitted by the Company to the CNMV (Spanish Securities and
Exchange Commission) as of the last Shareholders Meeting held.
The Directors shall be obligated to make the requested information available in
writing up until the very date of the Shareholders Meeting, unless, in the
Chairperson’s opinion, the public disclosure of such information may be detrimental
to the Company’s interests. Refusal to provide this information shall not apply
whenever the request is supported by shareholders who represent at least twentyfive (25) percent of the share capital.
The Board of Directors may authorize any of its members, as well as the Secretary or
Vice-Secretary, so that he or she may reply in writing, on its behalf, to the requests
for pertinent information made.
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TITLE IV. PROCEDURES FOR HOLDING SHAREHOLDERS MEETINGS
Article 11. Assembly
The Ordinary General Meeting shall assemble once a year, within the first six
months, in the municipality where the company’s head offices are located and on the
date determined by the Board of Directors.
Article 12.- Right of Attendance
The right of admission to the Shareholders Meeting shall be granted to all
shareholders who can demonstrate ownership of a minimum of sixty (60) shares, as
long as they are registered in his or her name as account entries at least five (5) days
in advance of the scheduled date of the Meeting on first call.
Shareholders who own less than sixty shares may have them grouped together until
reaching the minimum required, provided that representation of all the shares forming
a group is vested in a sole shareholder, who must personally attend the Meeting.
In order to exercise the right of attendance, shareholders must be in possession of
the corresponding card or of a certificate of ownership issued by an entity belonging
to the Sociedad de Gestión de los Sistemas de Registro, Compensación y
Liquidación de Valores, S.A. which must at least contain the name of the shareholder
and the number of shares owned.
The members of the Board of Directors must attend the Shareholders Meetings.
The Chairperson of the Shareholders Meeting may authorize any person he or she
deems suitable to attend the Meeting, although the Meeting itself may revoke such
authorization.
Article 13. Proxies
Shareholders who are entitled to attend Shareholders Meetings may appoint other
shareholders who have such rights as their proxy-holders. Proxies shall be appointed
specifically for each Meeting and must be authorized in writing or by the means of
remote communication that comply with the following requisites:
•
By surface mail or any other similar means of communication, sending the
Company the admission ticket issued by a securities transfer agent, containing
the proxy authorization. Failure to designate another shareholder on the proxy
form shall be understood as a proxy authorization to the Chairperson of the
Board of Directors.
•
By electronic mail, sending a statement specifying the proxy authorization and
the identity of the appointed proxy-holder, issued using a certified electronic
signature of the shareholder or other type of guarantee deemed to be suitable
by the Board of Directors to ensure the authenticity and proper identification of
the shareholder appointing a proxy.
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Proxy forms sent by surface mail, electronic mail or any other means of remote
communication must be received by the Company at least twenty-four (24) hours
prior to the scheduled date and time of the Annual Meeting held on first call.
Otherwise, the proxy authorization shall be considered null and void.
The Board of Directors, using the technical and legal bases that enable it and
guarantee the identity of the shareholder, shall be authorized to elaborate on and
supplement the foregoing provisions, establishing the appropriate rules, methods and
procedures consistent with the level of technology available to implement proxy
authorizations by electronic means, acting in accordance, where appropriate, with
applicable legislation on this matter.
Specifically, the Board of Directors may regulate the use of guarantees other than
electronic signatures to authorize proxies by surface or electronic mail and reduce
the aforementioned deadline for advance receipt by the Company of proxy
authorizations.
Likewise, based on the status and security provided by available technologies, the
Board of Directors shall establish the time starting from which shareholders may
make proxy authorizations by means of remote communication. Accordingly, the
Board shall publish on the Company’s website, the specific regulations that expand
on and supplement the system established in the Rules and Regulations of
Shareholders Meetings, as well as the time as of which shareholders may make
proxy authorizations for such Meetings by means of remote communication, which
shall be included in these Rules at the earliest possible date and placed in the AGM
notices.
Individual shareholders may be represented by their legal representative whenever
such representation is duly evidenced. Both in these cases as well as in the case in
which a shareholder delegates his or her right of attendance, shareholders cannot
have more than one representative at the meeting.
A proxy held by someone who is not entitled to do so shall be null and void. Proxies
may at any time be revoked. Personal attendance to the Shareholders Meeting of the
person who appointed a proxy holder shall nullify such proxy.
Proxies shall be included in the list of persons attending the Annual Meeting.
Article 14. List of Persons Attending
The list of shareholders present shall be based on the admission tickets for persons
attending to the Shareholders Meeting, specifying the name of the shareholder and
the number of shares owned. Shareholders who use distance voting methods and
comply with the requirements set forth in the preceding article, shall be counted as
present at the Meeting, for purposes of establishing quorums.
A list of represented shareholders shall likewise be drawn up, which shall include the
names of those who, prior to the Shareholders Meeting, appointed their proxies and
delivered their tickets to the company’s head offices or any other offices established
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for such purposes, as well as those who sent them to the Company by surface or
electronic mail.
The preparation of the list of persons attending shall be the duty of the Secretary of the
Shareholders Meeting, who shall be authorized for this task by delegation of the
Presiding Panel. Any enquiries regarding this list shall be settled by the Presiding Panel.
The list of shareho lders present either in person or by proxy may be in the form of a
written document or through a computer file. In any case, the appropriate
authentication stamp, signed by the Secretary and countersigned by the Chairperson
of the Meeting, shall be contained either on the list itself or on the cover of the
computer file, properly sealed.
The number of shareholders present in person or by proxy, the number of shares
held, and the percentage of capital represented by them shall appear at the end of
both lists.
Article 15. Constitution of the Shareholders Meeting
The presence, either in person or through proxy holders, of twenty-five (25) percent
of the outstanding voting shares shall constitute a quorum to transact business at the
Shareholders Meeting on first call.
If this minimum quorum is not established, the Meeting shall be held upon second
call, and shall have a valid quorum to transact business regardless of the number of
shareholders in attendance or the amount of subscribed capital with voting rights that
they represent.
Notwithstanding the above, in order for the Shareholders Meeting to be able to
lawfully issue debentures, increase or decrease the share capital, transform, merge
or spin-off the Company and, generally speaking, make any amendment to the
Bylaws, the meeting on first call must be attended, either in person or through proxy
holders, by shareholders who hold at least fifty (50) per cent of the subscribed capital
with voting rights, while twenty five (25) per cent of that capital shall suffice for the
second call, in order for the Meeting to have a valid quorum to transact business.
Article 16.- Presiding Panel of the Shareholders Meetings
The members of the Board of Directors, the Secretary and the Vice-Secretary of the
Board shall make up the Presiding Panel.
Article 17. – Order and Conduct of Shareholders Meeting
The Chairperson is entrusted the tasks of verifying whether a valid quorum is present
to transact business; moderating discussions and directing debates; submitting a
matter to a vote if he or she feels it has been sufficiently debated; organizing the
voting proceedings; declaring the results; adjourning the meeting; and generally
speaking, any other rights and powers, including those of order, that may be required
to properly conduct the Shareholders Meeting.
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The Shareholders Meeting shall be presided by the Chairperson of the Board of
Directors, and in his or her absence or incapacity, by the persons that, according to
the Company’s by-laws, must replace the Chairperson and failing these persons, by
the person designated for this purpose by the Shareholders Meeting.
The Secretary of the Board of Directors shall act as Secretary of the Shareholders
Meeting, being replaced in his or her absence, incapacity or vacancy by the Vice
Secretary, and in absence of both persons, by the person designated for this purpose
by the Shareholders Meeting.
If for any reason or circumstance the Chairperson were required to be absent during
the meeting, his or her duties shall be assumed by the persons that, according to the
Company’s by-laws, must replace the Chairperson and, failing these persons, by the
person designated for this purpose by the Shareholders Meeting. If under similar
circumstances, the Secretary of the Shareholders Meeting were required to take
absence during the meeting, his or her duties shall be assumed by the ViceSecretary and in his or her absence, by the person designated for this purpose by the
Shareholders Meeting.
Article 18 – Procedures of the Shareholders Meeting
Once the Presiding Panel of the Shareholders Meeting has been constituted, the
Chairperson, or by delegation, the Secretary, shall read out the notice to the
meeting, and afterwards provide general data gathered from the list of attending
shareholders and proxy holders, the total number of shares they own and the
percentage of share capital they represent.
Next, the Chairperson, or where applicable, the Notary Public requested to draft the
minutes of the Shareholders Meeting, shall ask the attending shareholders if there
are any reservations or objections regarding the number of shareholders present and
the capital represented in person or by proxy. In the event that objections or doubts
are raised, they shall be recorded, taking down information on the shareholders to be
later placed on record; all of the above notwithstanding the right of shareholders to
make any comments they deem pertinent during their turn to take the floor.
Once these requisites have been fulfilled, the Chairperson shall declare, if the case
may be, that the Shareholders Meeting, either on first or second call, has a valid
quorum to transact business and shall report on the items included on the Agenda or
any others he or she feels are pertinent or related to the progress of the Company.
Article 19. – Requests to take the floor
Once the Shareholders Meeting has been constituted, the shareholders who, in
exercising their rights, wish to take the floor to request information or clarifications
regarding the items of the Agenda, as well as to submit proposals, shall identify
themselves to the Secretary of the Shareholders Meeting or the person that the
Company has provided for such purposes, providing his or her personal information
and number of shares owned and/or represented by proxy.
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The shareholders who wish to have their comments be accurately placed on record
in the Minutes of the Meeting, must expressly request that this be done by providing
a written text of his or her remarks, to the Secretary of the Shareholders Meeting, or
where appropriate, to the Notary, if he or she is present, in order to compare it to the
remarks made by the shareholder when he or she takes the floor and to include it in
the Minutes.
Article 20. –Remarks by Shareholders
Once the report has been presented by the Chairperson, and where appropriate, by
the members of the Board of Directors or persons designated for such purposes,
shareholders will be given turns to take the floor to make their remarks.
Shareholders may take the floor in the order in which they so requested during the
summoning period or during the meeting itself.
The Chairperson shall determine the amount of time initially assigned to each
speaker, which shall be the same for all of them, and may not exceed five (5)
minutes, including the possible turns granted to elaborate on or to rectify the matters
concerned.
Notwithstanding the above, the Chairperson shall be authorized to lengthen the
amount of time allotted to the speaker whenever he or she deems it to be suitable for
the Company’s interests or to clarify matters that were not able to be adequately
explained during the shareholders’ remarks. Conversely, the Chairperson may
reduce the amount of time allotted to the speaker, whenever he or she considers that
a matter has been sufficiently debated and in cases in which it is necessary to call
the speakers to order so that they limit themselves to the items on the Agenda.
The Chairperson shall likewise be authorized to bar the speaker concerned and even
request that he or she leave the premises, whenever such a person disturbs the
proper order of the Meeting, or may unnecessarily extend the event, and in cases in
which he or she uses an inappropriate tone or discourse in his or her remarks, the
Shareholders Meeting adopting the necessary measures to enforce this provision;
and to resolve matters that may arise during the Shareholders Meeting regarding the
rules established herein.
Article 21. – Information
During the Shareholders Meeting itself, shareholders may verbally request
information or clarifications they deem advisable on matters contained on the
Agenda, and in the event that such rights to information cannot be met at that time,
due to the information being unavailable, the Directors shall be obligated to provide it
in writing within seven (7) days as of the adjournment of the Annual Meeting.
The Directors shall be obligated to make the requested information available unless,
in the Chairperson’s opinion, the public disclosure of such information may be
detrimental to the Company’s interests. Such request for information shall not be
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refused if it is supported by shareholders who represent at least twenty-five (25)
percent of the share capital.
Article 22. – Requests and proposals
During their turn on the floor, shareholders may present proposals on any matter
regarding the Agenda, except in those cases that, as provided by law, should be
made available at the company’s head offices at the time of publishing the notice to
the Meeting.
Article 23. – Extension and adjournment of the meeting
The Shareholders Meeting may resolve to extend the meeting for one or several
days in a row, if proposed by the Directors or a number of shareholders who
represent at least one-fourth of the share capital in attendance.
Regardless of the number
considered to be a single
shall not be necessary to
requirements provided for
quorum.
of times it assembles, the Shareholders Meeting shall be
event, requiring a single set of Minutes, and therefore it
reiterate at each subsequent gathering the fulfilment of
by law or in the bylaws for the meeting to have a valid
Exceptionally, in cases in which disturbances or similar situations that, in the opinion
of the Chairperson, may hinder the proper order of the meeting, and prevent its
progress, the meeting may be temporarily adjourned for a reasonable period of time,
in order to restore conditions to begin or resume its development.
TITLE V. RESOLUTIONS
Article 24. – Proposals submitted for voting
Once the speakers turns on the floor have been taken, the Secretary shall read out
the proposals included in the Agenda, leaving out such information made available to
the shareholders prior to the beginning of the meeting, in which case, upon motion by
the Chairperson, and if authorized, only the essential content of these proposals shall
be read out: whenever any shareholder objects to this procedure, the entire text of
the proposal or proposals whose reading is expressly requested shall be read out. In
any case, prior to the voting, the persons attending shall be told which item of the
Agenda the proposal refers to.
Article 25. – Voting
Once the speakers’ turns on the floor have concluded, and replies thereto provided,
the Chairperson shall submit the proposals on the matters contained on the Agenda,
as well as those validly brought up during the course of the meeting, to a vote.
Whenever the resolution being voted has been proposed by the Board of Directors,
shareholders not expressly abstaining or opposed to the passing of the resolution
shall be deemed to have voted in favour of the proposal of the Board. In contrast,
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only express votes in favour cast by shareholders shall count for the approval of
resolutions not proposed by the Board of Directors.
Voting shall be cast openly by a show of hands, ballots, or any other manner that the
Chairperson may deem appropriate to the circumstances or the nature and
importance of the decision to be taken.
Shareholders may likewise cast their votes on the proposals regarding matters
contained on the Agenda, by surface mail, electronic mail or any other means of
remote communication, pursuant to what is provided for in the Company’s bylaws,
these Rules and Regulations and any supplementary rules and standards that the
Board of Directors establishes on these voting methods.
Votes by mail or any other similar means shall be delivered by sending the Company
the admission ticket issued by the securities transfer agent, without prejudice to other
requirements and conditions that may be established by the Board of Directors.
Voting by electronic mail shall be done using a certified electronic signature or any
other type of guarantee that the Board of Directors considers suitable to ensure the
authenticity and identification of shareholders exercising their right to vote , likewise
without prejudice to other requirements and conditions that may be established by
the Board of Directors.
With regard to voting by surface mail, electronic mail or any other similar means of
remote communication, votes must be received by the Company at least twenty-four
(24) hours before the scheduled date and time of the Annual Meeting on first call.
Otherwise, such votes shall be considered null and void.
The Board of Directors is authorized to expand upon the foregoing provisions,
establishing the rules, methods and procedures compatible with the existing level of
technology, as well as the manners, conditions, limitations and requirements that it
deems advisable in order to supplement the regulation provided for in these Rules to
exercise voting rights by means of remote communication.
Likewise, the Board of Directors, based on the status and security provided by
available technologies, shall establish the time starting from which shareholders may
vote by means of remote communication. Accordingly, the Board shall publish on the
Company’s website, the specific regulations that expand on and supplement the
system established in the Rules and Regulations of Shareholders Meetings, as well as
the time as of which shareholders may vote at Annual Meetings by means of remote
communication, which shall be included in these Rules at the earliest possible date
and placed in the AGM notices.
The Board of Directors may similarly regulate the use of guarantees apart from
electronic signatures for casting votes electronically in order to ensure the authenticity
and identification of the shareholders exercising their right to vote. The Board may also
reduce the aforementioned deadline for advance receipt by the Company of votes cast
by surface or electronic mail or any other means of remote communication.
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In any case, the Board of Directors shall adopt the necessary measures to avoid
possible duplications and ensure that whoever votes by surface or electronic mail or
any other means of remote communication can provide legitimate proof of his or her
ability to do so, pursuant to what is set forth in Article 23 of the Company bylaws.
Personal attendance to the Shareholders Meeting of a shareholder who appointed a
proxy to vote his or her shares shall revoke such voting authorization.
In the case of proposals regarding matters not included on the Agenda and which
must be decided by the Shareholders Meeting, the Chairperson shall determine the
order in which such matters are put to a vote.
Once a proposal has been approved by the Shareholders Meeting, the remaining
proposals related to the same item on the Agenda that are incompatible with it shall
lapse, without being submitted for a vote.
Article 26. – Adoption of Resolutions
Resolutions at Shareholders Meetings shall be adopted by a show of hands and only
by votes when the law or the Bylaws require specific majorities, or when the
Chairperson so decides, of his/her own initiative, or at the express request of any other
shareholder present in person or by proxy, regardless of the number of shares held.
In the event that votes are cast, and unless the law or the Bylaws require special or
qualified majorities, the resolutions shall be understood to have been passed when
half of the votes, plus one, representing the capital at the Meeting, present in person
or by proxy, are affirmative.
Whenever shareholders who represent less than fifty (50) per cent of the subscribed
voting capital attend the Shareholders Meeting, resolutions regarding debenture
issues, the increase or reduction of share capital, transformation, merger or spin-off
of the Company, and generally speaking, any amendment to the Company’s Bylaws,
can only be validly adopted with the affirmative vote of two -thirds of the capital
present in person or by proxy at the Shareholders Meeting.
Article 27. - Minutes of the Shareholders Meeting
The minutes of the meeting must be approved by the Shareholders Meeting itself
after it has been held, or failing that, within a period of fifteen (15) days immediately
thereafter, by the Chairperson and two (2) Inspectors, one representing the majority
and the other appointed by the minority of shareholders present.
The Board of Directors may require the presence of a Notary to draw up the minutes of
the Meeting and shall be obliged to do so whenever this is requested at least five (5)
days before the date on which the Meeting is scheduled to be held by shareholders
representing at least one (1) per cent of the share capital. In such case, the notary
certificate of the minutes shall be considered the minutes of the Meeting and,
therefore, shall have legal force from the moment the Meeting has ended, not requiring
the approval of the shareholders attending same. Shareholders who wish to do so may
request a simple copy of the Minutes from the Notary Public, free of charge.
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Article 28.- Adjournment of Meeting
The Chairperson shall have authorization to adjourn the meeting.
TITLE VI. PUBLIC DISCLOSURE OF THE RESOLUTIONS
Article 29. – Public disclosure of the resolutions
Regardless of the legal or regulatory requirements to publicly disclose the
resolutions, those passed by the Shareholders Meeting will be reported as a
significant event to the CNMV (Spanish Securities and Exchange Commission),
either verbatim or through a summarized text and will be similarly accessible via
internet on the company’s website, www.cepsa.com.
Likewise, the resolutions that are recordable shall be filed with the Mercantile
Registry and published in the BORME.
Upon request by any shareholder or proxy holder at the Shareholders Meeting, the
Secretary shall issue certification of the resolutions adopted or the notarized minutes.
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Compañía Española de Petróleos, S.A.
Avenida del Partenón, 12
Campo de las Naciones, 28042 Madrid
16 91 337 60 00
Phone. 34
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