How to grant the authority to represent shareholders at General Meetings in Spain

In Spain, shareholders are, for various reasons, increasingly unable to attend General Meetings. However, they may choose to be represented at such Meetings by a proxy.

Representation of a shareholder at a General Meeting via a proxy must be granted in writing, either by means of a public document, or by means of a special power of attorney for each Meeting.

Such representation will cover all the shares owned by the represented shareholder. Under no circumstances may the shareholder grant a power of attorney to a proxy to vote with regard to the shares being represented while reserving or granting a power of attorney for someone else to attend and vote representing the other shares that said party owns.

No pre-defined procedure is required. However, the Articles of Association may stipulate a specific manner in which to grant representation: through a public document, certified letter, etc., provided that it does not render the representation impracticable.

If the representation is granted by means of a private power of attorney, it must contain the following:

  • The identification details and signature of the grantor, without authentication thereof being necessary, unless required under the Articles of Association
  • The identification details of the proxy
  • The identification details of the specific meeting, indicating the date on which it is to be held or making reference to the meeting notice
  • The date on which the power of attorney is granted, which must be prior to or on the date on which the Meeting is to be held

This article is not considered as legal advice

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