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 through a public document or through 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 about 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 to grant representation: through a public document, certified letter, etc., provided that it does not render the representation impracticable.

If the representation is granted through 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 referring to the meeting notice
• The date on which the power of attorney is granted, which must be before or on the date on which the Meeting is to be held

For additional information regarding the representation of shareholders in Spain,