Annual General Meeting of Shareholders

Under the Spanish Companies Law and pursuant to DIGI Spain’s General Shareholders’ Meeting Regulations, shareholders are entitled to receive certain Company information.

Furthermore, from the date of publication of the General Shareholders’ Meeting notice until the fifth day prior to the date scheduled for the meeting on first call, shareholders may request in writing the information or clarifications they deem necessary, and ask the questions they deem appropriate, regarding the matters included in the agenda, as well as any information available to the public that we have provided to the CNMV since the holding of our last General Shareholders’ Meeting, and regarding the report submitted by our independent auditor.

Valid written requests for information, clarifications or questions and the written responses provided by our directors shall be posted on our corporate website.

During the course of our General Shareholders’ Meeting, shareholders may verbally request clarifications regarding information available to the public that we have provided to the CNMV since the holding of the last General Shareholders’ Meeting and regarding the report submitted by our independent auditor. If it were not possible to provide the requested information during the course of the meeting, directors must provide the requested information in writing within seven days as of the date of the General Shareholders’ Meeting.

All shareholders have the right to attend our General Shareholders’ Meeting regardless of the number of shares held by them provided that their shares are duly registered in their name in the book-entry registers managed by Iberclear and its participating entities at least five days prior to the date of the meeting, and in accordance with the procedures set out in the notice convening the meeting.

Pursuant to the Spanish Companies Law and DIGI Spain’s Bylaws, our shareholders may be represented at the General Meeting by another person, even if that person is not a shareholder. Proxies must be in writing or in an electronic form acceptable under our Bylaws and are valid for a single General Shareholders’ Meeting. Proxies may be given to any person, whether or not a shareholder. A proxy may be revoked by notifying us prior to the meeting or by the shareholder attending the meeting, whether in person or electronically. A proxy holder shall not exercise any shareholder’s rights unless the relevant shareholder has given the proxy holder specific voting instructions for each resolution in respect of which the proxy holder is to vote on behalf of the shareholder.

Each of the Shares entitles its holder to one vote and there is no limit as to the maximum number of votes that may be cast by individual shareholders or by companies of the same group.

As a general rule, resolutions are passed by a majority of the votes representing the share capital present or represented at the meeting, subject to the exceptions set out in the following paragraph and without prejudice to any enhanced voting quorums laid down in the Act and the Articles of Association.

Resolutions passed at the General Shareholders’ Meeting are binding on all shareholders.

All resolutions passed by the General Meeting of Shareholders will be published in full on the company’s website as soon as possible after the meeting has concluded. This is without prejudice to any other publication requirements that may be legally applicable in each case.