Exercise of the right to information

In compliance with the provisions of the Capital Companies Law and the Regulations of the General Shareholders' Meeting, shareholders may, upon request, by written request or by postal correspondence on the same day of publication of the notice of the General Meeting, to the registered office in the Office of Shareholder Services, Av. Andalucía, 10 - 12 CP 29007 Málaga, or consult the Company's website (www.unicajabanco.com) and, in cases where it is legally appropriate, the free delivery or delivery of the corresponding documentation.

 

Pursuant to articles 197 and 520 of the Capital Companies Law, requests for information or clarification, or written formulation of questions may be made up to the fifth day prior to the date scheduled for the holding of the Meeting. In addition, shareholders may request from the directors, in writing and within the same period or verbally during the meeting, any clarifications they deem necessary regarding the publicly accessible information that the company has provided to the National Market Commission of Values since the last general meeting and about the auditor's report.

 

Valid requests for information, clarifications or questions made in writing and the answers provided in writing by the administrators will be included on the Company's corporate website (www.unicajabanco.com).

Requirements and procedures to accredit ownership

The requirements and procedures for the shares ownership accreditation, the right to attend the General Meeting and the exercise of the delegation of the right to vote are regulated in the Bylaws and in the Regulations of the General Meeting of Unicaja Banco, documents that a provision is found on the corporate website "unicajabanco.com".

 

a) Procedures for the accreditation of ownership of shares

  • In order to attend the General Meeting, the corresponding attendance, delegation and voting card issued by the Company or by the designated entity may be obtained, as proof of legitimacy or other valid means of accreditation that is admitted by the Company upon justification of the ownership of the shares. The list of shareholders with entitlement to attendance was definitively closed with an advance of five (5) days indicated for the holding of the General Meeting.


b) The right to attend the General Meeting

  • For the exercise of the right to attend, the shareholders have the same name in the corresponding accounting register with five (5) days in advance in which the General Meeting was held and at least the same number of shares until the celebration of the Board. This circumstance can be accredited by means of the attendance card, the delegation and the vote, the legitimation certificate or other means of valid accreditation that the sea admitted by the Society.

  • In order to attend the General Meeting, the attendance, delegation and voting card issued by the Company or by the designated entity may be obtained as effect, certificate of legitimation or other valid means of accreditation that is admitted by the Company. The list of shareholders with entitlement to attendance was definitively closed with an advance of five (5) days indicated for the holding of the General Meeting.

  • According to Article 9.3 of the Articles of Association and Article 10.2 of the Regulations of the General Shareholders 'Meeting, the shareholders attending the General Shareholders' Meeting are shareholders who hold at least one thousand (1,000) shares. The holders of the least number of shares to be grouped to complete, at least, number of opinion, appointing their representative.


c) Right of personally or through representation attendance

  • Shareholders may exercise the right to attend personally or be represented at the General Meeting through another person, whether or not a shareholder, complying with the requirements of the Law, bylaws and Board Regulations.

  • The representation of several shareholders may be carried out, being able to issue votes of different sign according to the instructions given by each shareholder. This document, whose English version is shown above, is a translation of the original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

  • The representation must be conferred in writing or by means of distance communication that comply with the requirements established in the Law, the Bylaws and the Regulations of the Shareholders' Meeting, for the exercise of the right to vote remotely and with special character for each except in the case of the spouse, ascendant or descendant of the represented or of general proxy, in a public document, to administer all the equity that the shareholder represented had in national territory.

  • When the representation is conferred by remote means of communication, it will only be considered valid if it is carried out:

    • By delivery or postal correspondence, by sending to the Company the attendance card, delegation and voting duly signed, or other written means that, in the opinion of the Board of Directors in an agreement adopted to that effect, allow the proper verification of the identity of the shareholder conferring his representation and that of the delegate he appoints; or

    • Correspondence or electronic communication with the Company, detailing the attributed representation and the identity of the represented, and incorporating the electronic signature or other identification of the represented shareholder, in the terms set by the Board of Directors.
       
  • For its validity, the representation granted by any of the aforementioned means of distance communication must be received by the Company before twenty-four (24) hours of the day prior to the date scheduled for the holding of the General Meeting on first call.

  • Representation conferred on anyone who can not hold it under the Law shall not be valid or effective.

  • The representation will always be revocable. The attendance at the General Meeting of the represented, either physically or by casting the distance vote, means the revocation of any delegation, regardless of the date of the latter.


d) The exercise or delegation of the right to vote

  • The Chairman and Secretary of the General Meeting or the persons appointed by them, shall have the broadest powers to verify the identity of the shareholders and their representatives, verify the ownership and legitimacy of their rights and admit the validity of the document or medium accrediting the attendance or representation, and should only consider as invalid the one that lacks the minimum requirements essential and whenever these are insurable.

  • In the cases in which the directors of the Company, or any other person or entity, make a public request for representation, the rules contained in the Law will apply. In particular, the document in which the power is stated must contain or carry I attach the order of the day, as well as the request for instructions for the exercise of voting rights and the indication of the direction in which the representative will vote in the case that no instructions are given express or these are not precise. The delegation may also include items that, although not provided for in the agenda of the call, may be treated, as permitted by Law, at the General Meeting, and may also provide for the substitution of the representative director by any member of the board of the Board or other partner attending the General Meeting when the representative director is in a situation of conflict of interest that prevents him from issuing the delegated vote. This document, whose English version is shown above, is a translation of the original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

    By way of exception, the representative may vote in a different sense when there are unknown circumstances at the time the instructions are sent and there is a risk of prejudicing the interests of the represented party. In the case of a vote cast in a different direction from the instructions, the representative must immediately inform the represented party, by means of a written statement explaining the reasons for the vote.

    The public request for representation may also be made electronically in accordance with the regulatory developments that are issued on this matter.

    It will be understood that there has been a public request when the same person bears the representation of more than three shareholders.

  • Before his appointment, the representative must inform the shareholder in detail if there is a conflict of interest. If the dispute is subsequent to the appointment and the represented shareholder has not been advised of its possible existence, it must inform him immediately. In both cases, if no new precise voting instructions have been received for each of the matters on which the representative has to vote on behalf of the shareholder, he shall abstain from voting.

    There may be a conflict of interest for the purposes of this section, in particular, where the representative is in any of these situations:

    • A controlling shareholder of the Company or an entity controlled by him.

    • A member of the Board of Directors of the Company or of the management, management or supervisory body of the controlling shareholder or of an entity controlled by it.

    • Be an employee or an auditor of the Company, the controlling shareholder or an entity controlled by it.

    • Be a natural person linked to the above. For these purposes, the following shall be considered as natural persons: the spouse or whoever has been in the previous two years, or persons who live with a similar relationship of affection or have lived together within the previous two years, as well as ascendants, descendants and siblings and their respective spouses.
       
  • In addition to complying with the duties set forth in the previous section on conflict of interest of the representative, in the event that the directors of the Company have made a public request for representation, the director who obtains it can not exercise the voting rights corresponding to the shares represented in those points of the agenda in which it is in conflict of interests, unless it had received from the representative precise voting instructions for each of said points in accordance with this paragraph. In any case, it will be understood that the director is in conflict of interest with respect to the following decisions:

    • His appointment, re-election or ratification as a director.

    • Dismissal, separation or removal as counselor.

    • The exercise against him of the social action of responsibility.

    • The approval or ratification, when applicable, of operations of the Company with the director in question, companies controlled by him or those he represents or persons acting on his behalf.
       
  • Intermediary entities that are legitimated as shareholders by virtue of the accounting records of the shares but act on behalf of different persons may, in any case, split the vote and exercise it in a divergent sense in accordance with different voting instructions, if they had received.

    The intermediary entities referred to in the previous section may delegate the vote to each of the indirect owners or to third parties designated by them, without limiting the number of delegations granted.


e) Exercise of voting rights

  • Shareholders may cast their vote on proposals relating to items included in the agenda of any General Meeting through:

    • postal delivery or correspondence, by sending to the Company a duly signed attendance, delegation and voting card or other a written document which, in the opinion of the Board of Directors in an agreement adopted for that purpose, allows the identity of the shareholder exercising his right to vote to be duly verified, or

    • correspondence or electronic communication with the Company which will include the electronic signature or other type of identification of the shareholder, in the terms established by the Board of Directors, as the case may be, in an agreement adopted to that end to provide the vote of the proper guarantees of authenticity and identification of the shareholder who exercises his vote.
       
  • For its validity, the vote cast by any of the aforementioned means shall be received by the Company at the registered office or, as the case may be, at the address established in the notice of the General Meeting before twenty-four (24) hours day prior to the scheduled for the holding of the General Meeting in first call.

  • Shareholders casting their distance vote in the terms indicated in this article will be considered as present for the purposes of the constitution of the General Meeting in question. Consequently, delegations made by them prior to the issuance of such vote shall be deemed revoked and those subsequently conferred shall be deemed not to have been made.

  • The Board of Directors may develop the previous forecasts indicating the instructions, rules, means and procedures to implement voting by means of distance communication. Likewise, the Board of Directors, in order to avoid possible duplications, may adopt the necessary measures to ensure that the person who has cast the remote vote is duly entitled to do so in accordance with the provisions of the Articles of Association and the Regulations of the Shareholders' Meeting. The rules for the development of what is set forth in this section will be published on the Company's corporate website.

    In particular, the Board of Directors may regulate the use of alternative guarantees to electronic signatures for the issuance of electronic voting; reduce the advance period established in paragraph 2 above for the reception by the Company of votes cast at a distance; and to admit and authorize the President and the Secretary of the General Meeting and the persons in whom any of them delegate, to admit, as the case may be, remote votes received after said term, to the extent that the available means permit.

  • The Chairman and Secretary of the General Shareholders' Meeting from the time of its incorporation, and the persons to whom any of them delegate, shall enjoy the widest powers to verify the identity of the shareholders and their representatives, verify the legitimacy of the exercise of the rights of attendance, representation and voting by the shareholders and their representatives; verifying and admitting the validity of remote delegations and votes in accordance with the provisions established in the Articles of Association, the Regulations of This document, whose English version is shown above, is a translation of the original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

  • The revocation of the distance vote will only take place through the attendance of the shareholder at the General Meeting or by the disposal of the shares of which the Company is aware.

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