COMPAÑÍA LOGÍSTICA DE HIDROCARBUROS CLH, S.A. NOTICE OF ANNUAL GENERAL SHAREHOLDERS MEETING AGENDA

Transcription

1 COMPAÑÍA LOGÍSTICA DE HIDROCARBUROS CLH, S.A. NOTICE OF ANNUAL GENERAL SHAREHOLDERS MEETING Notice is hereby given that, through a resolution adopted by the Board of Directors of Compañía Logística de Hidrocarburos CLH, S.A. (hereinafter, the Company ), the ANNUAL GENERAL SHAREHOLDERS MEETING will be held at the registered office of the company, calle Titan no. 13, Madrid, on 4 May 2016 at 1 p.m., at first call, or on 5 May 2016, at the same time and place, at second call, in accordance with the following: AGENDA Compañía Logística de Hidrocarburos CLH, S.A. Inscrita en el Registro Mercantil de Madrid. Tomo 187, Libro de Sociedades Folio 84. Hoja C.I.F. A One. Examination and approval, where appropriate, of the Annual Accounts and Management Report of the Company and its Consolidated Group for financial year 2015, and also the management performance of the Board of Directors during that year. Two. Review and approval, where appropriate, of the proposed allocation of the results of the financial year ended on 31 December Three. Ratification, appointment and reappointment of board members, as applicable. Four. Appointment or reappointment of the auditor for the Company and its Consolidated Group. Five. Authorisation so that the Company may acquire its own shares pursuant to the provisions of section 146 of the Spanish Companies Act. Six. Delegation of powers for the development, documentation and execution of the resolutions adopted by the General Shareholders Meeting. 1 Titán, Madrid. España t: f:

2 SUPPLEMENT TO THE NOTICE OF THE GENERAL MEETING In accordance with the provisions of section 172 and related of the Companies Act, shareholders who represent at least 5% of the share capital may request that a supplement be published to the present notice of General Meeting, including one or more items on the agenda. The exercise of these rights must be made by means of official notification that must be received at the registered address of the Company (Titan 13, Madrid, Post code 28045), for the attention of the Secretary of the Board of Directors, within five days following the publication of this notice of meeting. RIGHT OF ATTENDANCE AND VOTE According to the provisions of articles 16 of the Articles of Association and 7 of the Regulations of the General Shareholders Meeting, the shareholders entitled to attend the General Meeting are those who own at least 150 shares and have had them registered, in the case of class D shares in the corresponding accounting register, and in the case of class C shares in the register of registered shares, no later than five days prior to the scheduled date of the Meeting in both cases. Attendance cards will be issued, for the owners of class D shares, by the member body of the Securities Registry, Clearing and Settlement Institution (Sociedad de Gestion de los Sistemas de Registro, Compensacion y Liquidacion de Valores) that is appropriate in each case, and for the owners of class C shares, by the Secretary of the Board of Directors of Compañía Logística de Hidrocarburos CLH, S.A., up to forty-eight hours before the General Meeting is held. Shareholders who own fewer than 150 shares may form a group with one or more other shareholders in order to obtain at least that number of shares, but the shareholders thus grouped together must appoint one of them only to attend the General Meeting and exercise the voting right.

3 Shareholders who have the right to attend shall have the right to vote and may exercise it according to the provisions of article 9 and related of the Regulations of the General Shareholders Meeting. RIGHT OF PROXY In accordance with the provisions of articles 17 of the Articles of Association and 8 of the Regulations of the General Shareholders Meeting, every individual shareholder who has the right to attend may appoint a proxy to represent them at the General Meeting even though that person is not a shareholder. Corporate shareholders may attend the Meeting through the individual or individuals, whether shareholders or otherwise, who hold their legal or voluntary representation. Voluntary representation of a shareholder shall be granted in writing and specifically for each General Meeting and use may be made of the formula printed for the purpose, with the legal requirements, on the attendance card issued by the Company or by the Entities authorised to do so by law, without prejudice to the provisions of sections 186, 187 and related of the Companies Act. Conferral of representation must be notified in writing by the shareholder or their representative, addressed to the Secretary of the Board of Directors, and must be received at the registered address of the Company at least two days prior to the date fixed for holding the Meeting at first call, accompanied by the document that proves representation and the attendance card of the represented shareholder in order for such representation to be official and for its adequacy to be assessed. The proxy holder may hold a proxy from more than one shareholder without limitation as to the number of shareholders so represented, and may cast votes for a certain shareholder differently from votes cast for another shareholder, according to the instructions received from each one. Shareholders should note that the possibility of using remote communication means for voting or delegating their vote, as provided for in articles 14 of the Articles of Association and 4 of the Regulations of the General Shareholders Meeting, has not been established for this General Meeting.

4 RIGHT TO INFORMATION As from this notice of meeting, the documents representing the Annual Accounts and Management Report, and the mandatory Auditor's Reports for 2015, for both the Company and its Consolidated Group, are all available to the shareholders at the registered address of the Company. All shareholders are entitled to obtain a copy of them immediately and free of charge, in accordance with the provisions of section 272 of the Companies Act. The shareholders may also examine at the above registered address, and request cost-free receipt or remittance thereof, the full text of the proposed resolutions that the Board of Directors puts before the Annual General Shareholders Meeting for approval. The information and the documentation of the General Meeting may be consulted and obtained through the Company's website: In accordance with the provisions of section 197 of the Companies Act, shareholders may, up until the seventh day prior to the scheduled date of the General Meeting and by writing to the Secretary of the Board of Directors, or verbally when the meeting is being held, ask the directors for whatever information or explanations they may require and ask the questions they consider necessary regarding the items included on the agenda. PROTECTION OF PERSONAL DATA The personal data the shareholders provide to the Company in order to exercise or delegate their rights to attend and vote at the General Meeting or which are provided for these purposes by the banking institutions and securities companies and agencies in which these shareholders have deposited or left their shares for safekeeping, shall be processed by the Company in order to draw up, manage and check the existing list of shareholders in relation to calling and holding the General Shareholders Meeting. To this end, the data will be incorporated into files of which the controller is Compañía Logística de Hidrocarburos, CLH, S.A.

5 In any case and whenever legally appropriate, the data subject shall have the right of access, rectification, objection or erasure of all the data collected by the Company. These rights may be exercised in the terms and in fulfilment of the requirements as established for the purpose under prevailing law, by writing to the Secretary of the Board of Directors of Compañía Logística de Hidrocarburos, CLH, S.A., calle Titan no. 13, Madrid. NOTARISED MINUTES OF THE GENERAL MEETING According to section 203 of the Companies Act, related to section 101 of the Companies Registry Regulations, articles 19 of the Articles of Association and 17 of the Regulations of the General Shareholders Meeting, the Board of Directors of the Company has resolved to request the presence of a Notary, for the purpose of writing up the minutes of the General Meeting. Madrid, 1 April 2016 The Secretary of the Board of Directors NOTE: The shareholders are hereby informed that, in addition to the documentation referred to in the notice of meeting, the usual gift will be available for them upon presentation of the attendance card, on 28 and 29 April and 3 May 2016 between 9 a.m. and 2 p.m. at the registered address at calle Titan, 13, Madrid. The experience of previous years indicates that the Meeting can be expected to be held on 4 May, at first call. Should this prove otherwise, it will be announced sufficiently well in advance.