General Meeting of Shareholders
01 / August/ 2022
General Meeting of Shareholders
01 / August/ 2022
The Board of Directors of Tendam Retail, S.A. (The “Company”) has decided to call a General Meeting of Shareholders of the Company, to be held at the registered offices in Madrid, Avenida del Llano Castellano No 51, on 30 August 2022 at 12:00 h, at the first call or, if the necessary quorum is not met, at the second call on the following day, 31 August 2022, at the same time and in the same place, as per the following:
- Approval of the individual and consolidated annual results of the Company and its subsidiaries for the financial year ended 28 February 2022.
- Approval of the individual and consolidated management reports for the Company and its subsidiaries for the financial year ended 28 February 2022.
- Approval of the application of results of the financial year ended 28 February 2022.
- Reduction in share capital by €79,238,371.05 for the purpose of returning contributions to shareholders, in the form of a €0.051 reduction in the nominal value of each share, with the necessary amendment to Article 7 of the Articles of Association. Subsequent replacement of the multiple securities representing shares. Common procedure for replacement of titles and return of contributions. Delegation of authority.
- Re-election of Mr. Jaime Miquel Naudí as a member of the Board.
- Re-election of Ms. Laura Muries Fenoll as a member of the Board.
- Re-election of Mr.Federico Conchillo Armendáriz, as a member of the Board.
- Re-election of Theatre Directorship Services Alpha, S.à.r.l., as a member of the Board.
- Re-election of Theatre Directorship Services Beta, S.à.r.l., as a member of the Board.
- Re-election of Theatre Directorship Services Delta, S.à.r.l., as a member of the Board.
- Re-election of the Company’s Statutory Auditor and its consolidated Group for the financial year 2022/2023.
- Approval of the management of the Board of Directors during the financial year ended 28 February 2022.
- Approval of the remuneration received by the Board members for the financial year ended 28 February 2022.
- Delegation of authority for the formalisation, interpretation, solution and implementation of agreements adopted at the General Meeting of Shareholders.
ADDENDUM TO NOTICE AND PROPOSALS
Shareholders representing at least five per cent (5%) of the share capital may request the publication of an addendum to this notice, including one or more items on the Agenda. This right should be exercised by a reliable notification (which will include documentation accrediting shareholder status), which must be received at the registered office of the Company (Avenida del Llano Castellano nº 51, 28034, Madrid, addressed to the General Secretariat) within five (5) days of the publication of this Call to Meeting.
RIGHT TO INFORMATION
According to articles 272, 287 and concordant of the Spanish Capital Companies Law, it is hereby made known that, from the publication of this notice, shareholders have the right to examine and obtain, at the Company’s registered office or requested to be sent, immediately and free of charge (i) the individual and consolidated financial results and management reports of the Company and its subsidiaries, together with the audit report and the proposal for the application of results for the financial year ended 28 February 2022 and (ii) the full text of the proposed amendment to the Articles of Association and the relevant Directors’ report on the matter.
In accordance with the provisions of the Capital Companies Law, shareholders may, until the seventh (7th) day before the General Meeting, request (by contacting the Company by signed-for, registered post or in person at the following address: Avenida del Llano Castellano nº 51, 28034, Madrid – addressed to the General Secretariat and indicating the identity of the shareholder making the request and the reply-to address) all information or clarifications that they consider necessary, or pose in writing any questions as they deem appropriate, regarding the items on the Agenda above.
RIGHT OF ATTENDANCE AND REPRESENTATION
The General Meeting may be attended by the holders of nominative shares of the Company which, as per the provisions of article 19 of the Articles of Association, at least five (5) days prior to the day of the Meeting, i.e. no later than 25 august 2022, are listed in the Register of Nominative Shares.
Any shareholder entitled to attend the General Meeting may be represented by another person, even if he or she is not a shareholder of the Company. This delegation must be granted in writing and on a special basis for each Meeting, under the terms and scope established in the Capital Companies Law.
This requirement is not necessary when the representative is the spouse, parent or descendant of the shareholder, or when the former holds general power of attorney over all the assets of the shareholder in Spain.
Delegation is always revocable. If the shareholder attends the General Meeting in person will automatically mean revocation.
The Board of Directors of the Company has agreed to have a notary public present at the Meeting, as per Articles 203 of the Capital Companies Law and 101 et seq. of the Regulation of the Register of Companies, in order to draw up the corresponding minutes.
Any personal data that the shareholders provide to the Company in order to exercise their rights of attendance, delegation and voting at the General Meeting will be used for processing the development, compliance with and control of the shareholder relationship, the legal base for which is the implementation of the contract between the Company and the shareholder, and meeting of legal obligations. This data will be kept during the periods established under applicable regulations.
Data will be given to the notary in connection with the writing of the minutes for the General Meeting of Shareholders and may be passed on to third parties in the exercising of the right to information provided for under law to the extent declared at the General Meeting.
Owners of these data may exercise their rights of access, rectification, suppression, opposition, limitation to handling and portability where applicable, as set out in current law and in compliance with the requirements established therein, by written request entitled “Data Protection” to the following address: Tendam Retail, S.A., Avenida del Llano Castellano nº 51, 28034, Madrid or via electronic mail to email@example.com. Shareholders also have the right to file a complaint with the Supervisory Authority (www.aepd.es).
The General Meeting is scheduled to be held at the first call, i.e. 30 August 2022 at the time and place indicated above.
Madrid, on 29 July 2022. Non-executive Secretary of the Board of Directors, Ms. María del Mar Oña Lopez.