Under the provisions of articles 272, 287 and 518 of the Spanish Corporate Enterprises Act, shareholders are entitled to review at the Company’s registered office and to request and obtain, on the spot and free of charge, a copy or the dispatch of the call notice, the total number of shares and voting rights as of the call date, the Company’s Annual Accounts, the Director’s Report and the audit report for 2011, the full text of the resolutions to be submitted by the Board of Directors at the General Meeting, specifically the full text of the proposed amendments to the Bylaws and the General Meeting Rules, along with the accompanying justifying directors’ reports, the full text of the directors’ report justifying the draft resolution for empowering the Board of Directors to issue shares, the professional and biographical background information on the director whose ratification and re-election is up for approval and on the directors up for re-election, the Report on director remuneration, as well any and all documents subject to ratification at the General Meeting.
Further, it is hereby noted that all the above documentation regarding the General Shareholders’ Meeting can be downloaded from the Company’s corporate website, at www.dinamia.es, where shareholders can also obtain a copy of the Board of Directors Rules and a directors’ report on the changes thereto, the Annual Corporate Governance Report, along with the appendix required under article 61 bis of the Spanish Securities Market Act, the annual report on the activities of the Audit and Appointments Committee in 2011, the attendance card, proxy appointment form, correspondence voting form, the rules governing the Forum and the rules applicable to proxy appointments and correspondence voting.
In accordance with articles 197 and 520 of the Spanish Corporate Enterprises Act, shareholders may, up until and including the seventh day prior to the General Meeting, request in writing any additional information or clarifications they deem necessary on the items on the Agenda or ask any questions considered appropriate. This right may also be exercised during the course of the Meeting itself.
In the same timeframe and manner, shareholders may likewise address any questions concerning public information provided by the Company to the CNMV since the date of the last General Meeting, including questions regarding the auditor’s report, to the Company in writing. The Board of Directors is obliged to furnish this information in writing up until the day of the scheduled General Meeting or within the seven days following the day on which the Meeting ends if unable to satisfy the shareholders’ right to information during the Meeting itself.
Information and documentation requests may be delivered in person at the Company’s registered address or by postal or electronic correspondence at the following mail and e-mail addresses: “Dinamia Capital Privado, Sociedad de Capital Riesgo, Sociedad Anónima”, Padilla 17, 28006, Madrid, and junta2012@dinamia.es, respectively.
All such requests shall be validly upheld whenever the electronic document formulating the information request includes a recognised digital signature or the advanced digital signature of the proxy holder, in keeping with the terms envisaged in Spain’s Digital Signature Act 59/2003, of 19 December 2003, based on a recognised digital certificate which can be attested as valid, issued by the CERES (initials in Spanish for the Spanish public certification authority), an entity under the national mint of Spain.
Whatever means is used to formulate a request for information, the shareholder’s request must include his first and last names and certify the number of shares held by means of a copy of the corresponding attendance card, or other documentation certifying shareholder status, for subsequent verification with the shareholder lists and shareholding records in the Company’s Share Registry for the General Meeting in question. The onus is on the shareholder to present evidence that the request was sent to the Company in the time and manner stipulated.
The Company’s webpage will provide the explanations required to enable shareholders to exercise their rights to information on the terms provided for in prevailing legislation.
Requests for information will be answered, once shareholder identity and eligibility has been verified, before the date of the General Shareholders’ Meeting, in the same manner in which the request was lodged, unless the shareholder selects an alternative form of communication among the alternatives available.
This provisions set forth in this section in no way prejudice shareholders’ rights to obtain printed documentation, request free delivery of such or to ask questions during the General Meeting whenever afforded by law.
Dinamia’s 2012 General Shareholders’ Meeting
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