Proxy delegation and voting by remote means of communication
17-12-2018

RIGHT TO ATTEND

Shareholders may attend the Annual General Shareholders’ Meeting, regardless of the number of shares they own, provided that the shares are recorded in their name in the relevant register five days prior to the date scheduled for holding the Meeting; such status must be verified at the entrance to the premises where the General Meeting is held 30 minutes before the time scheduled for the meeting to begin by showing the relevant Shareholder Card that will indicate the number, class and series of his/her shares, as well as the number of votes he/she can cast together with the Certificate of Deposit.

The Shareholder Card will be available on the Company’s webpage www.amrest.eu and will have to be accompanied with the Certificate of Deposit.

For purposes of verifying the identity of shareholders or their proxies, at the entrance to the premises where the General Shareholders’ Meeting is held, attendees may be asked to show the Shareholder Card together with the Certificate of Deposit, and to confirm their identity by means of the presentation of a National Identity Document (DNI) or Passport or any other current official document that the Company deems appropriate for these purposes.

Once the period for verifying the validity of the Shareholder Card and the Certificate of Deposit has ended, shareholders or their proxies who arrive late to the place for holding the General Meeting shall be provided with an invitation to follow the proceedings of the meeting if they so desire, but neither the shareholders nor their proxies shall be included in the attendance list.

PROXY DELEGATION AND VOTING BY REMOTE MEANS OF COMMUNICATION

RIGHT TO PROXY REPRESENTATION AND REMOTE PROXY-GRANTING

Pursuant to the provisions of article 18 of the Statutes and article 13 of the Regulations for the General Shareholders Meeting, any shareholder with the right to attend may be represented at the Annual General Shareholders’ Meeting by another person, even if not a shareholder of the Company, by complying with the requirements and formalities imposed by law, the Statutes and the other internal rules of the Company, to the extent applicable.

The delegation of the proxy must be completed by the shareholder by subscribing the relevant Shareholder Card.

The person in whose favour the proxy is granted must exercise the proxy in person at the Meeting, delivering the Shareholder Card and the Certificate of Deposit at the shareholders’ registration tables in the place and on the day scheduled for the General Meeting 30 minutes prior to the time scheduled for the commencement of the meeting.

A proxy is always revocable, and personal attendance at the Meeting by the person granting the proxy, either physically or by casting an absentee vote, shall be deemed a revocation.

A proxy must be granted specifically for each Annual General Meeting, in writing or by remote means of communication.

If granted by remote means of communication, only the following shall be deemed valid:

1.         By post

The Shareholder Card duly signed and completed by the shareholder together with the original Certificate of Deposit shall be sent to the Company’s registered office (AMREST HOLDINGS SE, for the attention of the Legal Department (Ref: General Meeting), at the following address: calle Enrique Granados, 6, 28224, Pozuelo de Alarcón, Madrid). There must be an assurance as to the proxy granted and the identity of the shareholder granting the proxy.

The designated proxy representatives must identify themselves on the day and at the place of the Meeting, and may do so beginning 30 minutes prior to the time of commencement of the Meeting, by presenting their National Identity Document (DNI) or Passport or any other current official document generally accepted for such purposes, in order for the Company to be able to verify the proxy granted.

The shareholder must use the Shareholder Card available for this purpose on the Company’s website (www.amrest.eu).

This duly completed and signed Shareholder Card must be delivered to the Company by post to the aforementioned address, along with the corresponding Certificate of Deposit.

2.         By electronic communication

A proxy granted by electronic communication exclusively through the Company’s e-mail address (wza@amrest.eu) by sending a Shareholder Card together with the Certificate of Deposit in PDF format with a signature of principal shall be accepted.

It shall be necessary for such purposes to have a recognised or qualified electronic signature, as provided by Law 59/2003 of 19 December on Electronic Signatures, provided that it is based on an electronic National Identity Document (DNI) or a recognised electronic certificate that has not been revoked and that is an Electronic User Certificate issued by the Spanish Public Certification Authority (Autoridad Pública de Certificación Española) (CERES) under the authority of the Spanish Royal Mint (Fábrica Nacional de Moneda y Timbre).

The designated proxy representatives must identify themselves on the day and at the place of the Meeting, and may do so beginning 30 minutes prior to the time of holding the Meeting by presenting their National Identity Document (DNI) or Passport or any other current official document generally accepted for these purposes in order for the Company to be able to verify the proxy granted, by showing (i) a copy of the Shareholder Card sent by the shareholder to the Company in order to grant such proxy and (ii) the Certificate of Deposit.

Proxies granted by any of the above remote means of communication must be received by the Company at least 12 hours prior to the date scheduled for holding the General Meeting on first call. Otherwise, it shall be deemed that the proxy has not been granted.

In any event, the number of shares represented shall be taken into account for calculating the quorum for the Meeting.

The documents containing proxies for the General Meeting must include at least the following statements:

(a)    Date for holding the General Meeting and Agenda.

(b)    Identity of the shareholder granting the proxy and of the proxy representative. If not specified, it shall be deemed that the proxy has been granted indistinctly, jointly and severally and successively to the Chair of the Board of Directors or the Secretary of the Board of Directors.

(c)    Number of shares held by the shareholder granting the proxy.

(d)    The instructions for exercising the right to vote.

The Chairman of the General Meeting or the persons appointed thereby shall be deemed to have the authority to determine the validity of the proxies granted and compliance with the requirements to attend the General Meeting.

If the proxy representative verifies that they are the spouse or an ascendant or descendant of the shareholder granting the proxy, or the proxy representative holds and presents a general power of attorney granted in a public instrument giving them authority to administer all of the shareholder’s property in Spain, the procedure shall be as provided by law.

RIGHT TO VOTE AND EXERCISE OF ABSENTEE VOTING RIGHTS

Prior to the holding of the Meeting, shareholders with the right to attend and vote may cast their vote on proposals regarding the items on the Agenda by post or by electronic communication as provided by article 17 of the Statutes and by articles 24 and 25 of the Regulations for the Meeting.

1.         Vote by post

To cast a vote by post, a shareholder must complete and sign the Shareholder Card available on the Company’s website and show the direction of the vote (for, against, abstain or blank), ticking the relevant box in the table included in the Shareholder Card.

Once completed and signed, the shareholder must send it together with the ORIGINAL Certificate of Deposit by post to the Company’s registered office (AMREST HOLDINGS SE, for the attention of the Legal Department (Ref: General Meeting), at the following address: calle Enrique Granados, 6, 28224, Pozuelo de Alarcón, Madrid).

The shareholder must use the Shareholder Card available for this purpose on the Company’s website (www.amrest.eu).

2.         Vote by electronic communications

Shareholders may also cast their vote by authorised means of electronic communication using their legally recognised electronic signature as provided by paragraph 2 of Section I above for granting their proxy and by Section III below. The vote shall be cast by communication to the Company through its e-mail address: wza@amrest.eu.

In order for a vote cast by any remote means of communication (by post or electronically) to be valid, it must be received by the Company at least 12 hours prior to the date scheduled for holding the General Meeting on first call. Otherwise, it shall be deemed that the vote has not been cast. After this period, only those votes cast in person by the shareholder or the shareholder’s valid proxy representative at the General Meeting shall be accepted.

COMMON PROVISIONS FOR REMOTE PROXY-GRANTING AND ABSENTEE VOTING

If a shareholder exercises the shareholder’s voting rights or grants a proxy using remote means of communication, the shares thereof must be recorded in the shareholder’s name in the relevant register five days in advance of the date scheduled for holding the General Meeting.

In addition, the validity of proxies granted and votes cast remotely is subject to verification —by means allowing the Company to ascertain the legitimacy and effectiveness of the remote proxy or absentee vote, as well as the number of shares held by the shareholder— of the shareholder’s status and the number of shares held thereby. In the event of a conflict between the number of shares communicated by the shareholder granting the proxy remotely or casting the shareholder’s absentee vote and the number appearing in the Certificate of Deposit, the number of shares provided by the latter shall be deemed valid for quorum and voting purposes, absent evidence to the contrary.

A proxy granted and vote cast by post or electronic means may be rendered void by express revocation of the shareholder, through the same means used to grant the proxy or cast the vote, within the period provided.

Prior to the appointment thereof, the proxy representative must inform the shareholder in detail if he/she is affected by any conflict of interest. If the conflict occurs after the appointment of the proxy representative and the shareholder is not aware of the possible existence of such conflict, the proxy representative must immediately inform the shareholder thereof. In both cases, if new voting instructions are not specifically received for each of the matters on which the proxy representative is to vote on behalf of the shareholder, proxy representative must abstain from voting in accordance to the law. Without prejudice to the foregoing and unless otherwise indicated by the shareholder granting the proxy, if the proxy representative is affected by a conflict of interest, the shareholder shall be deemed to have also appointed as representatives, indistinctly, jointly and severally and successively, the Chair of the Board of Directors or the Secretary of the Board of Directors.

If a shareholder grants proxy representation by post or electronic communication to the Company, members of the board, or the Secretary of the Board, without including instructions on how to vote, or if questions arise at to the recipient or the scope of the proxy (for example, in case none is identified), it shall be deemed that (i) the proxy is granted, indistinctly, jointly and severally and successively, in favour of the Chair of the Board of Directors or the Secretary of the Board of Directors; (ii) it refers to all the proposals proposed by the Board of Directors and included in the Agenda for the General Meeting; (iii) it provides for a vote in favour thereof; and (iv) unless otherwise indicated by the shareholder, it also covers any items that may arise outside of the Agenda, with respect to which the proxy representative shall vote in the direction most favourable to the interests of the shareholder, within the framework of the corporate interest.

Likewise, a shareholder who casts a vote by post or electronic communication and who does not mark any of boxes provided for items of the Agenda shall be deemed to desire that the vote be cast in favour of the respective proposals made by the Board of Directors.

The following rules of priority are established amongst proxies, absentee voting and presence at the Meeting:

(a)         Personal attendance at the Meeting by a shareholder remotely granting a proxy or casting an absentee vote, regardless of the means used, shall render void such proxy or vote.

(b)        If a shareholder validly grants a proxy by electronic communication and also grants the proxy by post via the Shareholder Card issued by the Company, the latter shall prevail over the proxy granted by electronic communication, regardless of the respective dates on which they were granted.

(c)         If a shareholder validly casts a vote by electronic communication and also by post by means of the Shareholder Card, the latter shall prevail over the vote cast by electronic communication, regardless of the respective dates on which they were cast.

(d)        A vote cast by any means of remote communication shall invalidate any proxy granted electronically or by post by means of the Shareholder Card, whether granted prior in time (which shall be deemed to be revoked) or afterwards (which shall be deemed to have not been made).

(e)         If a shareholder validly grants several proxies or casts several votes by electronic communication, the latter proxy granted or vote cast and received by the Company within the relevant deadline shall prevail.

(f)         Both a proxy and absentee vote shall be rendered ineffective if the Company becomes aware that the shares giving the right to attend have been transferred.

Any of the co-owners of a share deposit may vote, grant a proxy or attend, and the rules of priority set forth above shall mutually apply thereto. For the purposes of article 126 of the Companies Act, it is presumed that any co-owner intending to act at any time (proxy, vote or personal or remote attendance) is appointed by the other co-owners to exercise the rights thereof as shareholders.

If the shareholder is a legal entity, it must notify the Company of any modification or revocation of the powers held by its representative, and the Company thus declines any responsibility until such notice occurs.

A shareholder has sole responsibility for the custody of the shareholder’s electronic signature.

The Company reserves the right to change, suspend, cancel or restrict the mechanisms for remote voting and proxy-granting if required or imposed by technical or security reasons.

AMREST HOLDINGS SE shall not be liable for damages that a shareholder may sustain as a result of failures, overloads, fallen lines, failed connections, poorly operating mail service or any other events of the same or similar nature that are beyond the Company’s control and prevent the use of the mechanisms for remote voting or proxy-granting.

As regards shareholders that are legal entities, if a remote means of communication is used to grant a proxy to a third party or to vote, a copy of the powers of attorney granted to the individual in whose name such proxy is granted or who casts the absentee vote, along with the other documentation required under these rules, must be sent to the Company.

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