General Meeting April 2013 

The competences of the board of the general meeting is to conduct its meetings, and to draw up the minutes, in prejudice to the provision of the law concerning the Company secretary.
The general meeting is ought to:

• Assess the report submitted by the board of directors, discuss and vote the balance sheet, the accounts, and the opinion of the sole supervisor, as well as decide on the profit allocation for the financial year;
• Elect the board of the general meeting, its directors, and the sole supervisor;
• Decide on any changes to the statutes and on capital increase;
• Decide on the remuneration due to management members, being allowed to appoint a remuneration committee for that purpose;
• Decide on bond issue;
• Deal with any other subject to which it has been convened.

Only shareholders with voting rights are allowed to participate in the general meeting. Shareholders with at least one share registered in their names, by no later than 00:00 (UK time) of the fifth trading day prior the meeting, can participate in the general meetings.

Shareholders without voting rights, and bondholders, cannot participate in the general meetings.

Each share is entitled to one vote. 

According to the law and the articles of association, requisites to participate in the general meeting refer exclusively to the shareholder with shares registered in his/her name that entitles him/her to vote under the articles of association.

• By Presence
• By Post
• By Proxy
  

Each share is entitled to one vote.  

The shareholders (legal persons or natural persons) may be represented at shareholder meetings by any person with full legal capacity, and the designation may be made by any written means, accompanied by a national or foreign identification document.

Shareholders who wish to participate or be represented in the general meeting, should state this in writing to the chairman of the board of the general meeting and to the financial intermediary with whom their individual registration account is open, by the end of the sixth day prior to the date of the general meeting and within the terms of the law.

Shareholders with voting right can exercise it by post, on any of the items on the agenda, by filling out the ballot paper, with a signature identical to that of the identity card, addressed to the chairman of the board of the general meeting, and be delivered to the company's head office, by registered post with acknowledgment of receipt, by April 19, 2013. The letter containing the ballot paper must be complemented by a readable photocopy of the shareholder's identity card, or, in case of a corporate shareholder, the vote should be signed by who represents him/her legally, with a signature recognising him/her as such. 

Deliverance of this ballot paper does not exempt the shareholder from sending the intention to attend the general shareholders meeting, shall state until 11:59 pm (UK time) on April 14 2013 and the share registration and immobilization declaration, issued by the financial intermediary responsible for the registry of shares in a securities account, until the end of the day of the fifth trading day prior to general meeting date.

In order to be considered valid, a ballot paper must plain and unequivocally:

1. Identify the item or items on the agenda it refers to,

2. Specify the particular proposal it addresses,

3. Set whether the vote on each of the proposals is for or against it, clear and unconditionally.

The chairman of the board of the general meeting will open the letters containing the ballot papers at the beginning of the agenda, after having confirmed that there is constitutive quorum, revealing the result of the postal votes regarding each item on the agenda during the respective item. Votes issued by post shall be considered negative vis-à-vis the proposals of deliberation put forward subsequently to the vote issue.

Yes, as long as you meet the deadline defined for that purpose.

You can. However, your presence, or that of a representative of yours, at the general shareholders' meeting, and the exercise of your voting right will cancel the vote cast.

Under article 23-A of the Securities Code a shareholder or shareholders possessing shares corresponding to at least 2% of the share capital may request, in the cases specially defined under the Commercial Companies Code, that the agenda of the general meeting includes new items.  under article 23-A of the Securities Code a Shareholders holding at least 2% of share capital may request the inclusion of proposals of resolution regarding items in the agenda of this notice of call or items that will be added to the agenda. This request shall be evidenced by written means in the five days following the publication of this notice of call, along with the information that shall accompany the proposal of resolution. These proposals of resolution and information shall be disclosed, whenever possible, to shareholders by the same means used to disclose this notice of call until 10 days prior to the general meeting.

By adding up the shares owned by shareholders who voted by post to the shares of the shareholders present or represented at the general meeting.

Once the general meeting has closed, shareholders who participated in it, or that voted by post or electronically, may request the chairman of the board of the general meeting a copy of the minutes of that meeting, which will be provided to them as soon as it is available.

Afterwards, all shareholders wishing further information or clarification on the Company should request it, through the publicised means, namely at the email ag22abril2013@galpenergia.com.