TENDAM RETAIL, S.A.
Extraordinary General Shareholders Meeting
The Board of Directors of Tendam Retail, S.A. (the “Company”) has decided to call an Extraordinary General Shareholders Meeting of the Company, to be held at the registered offices in Madrid, Avenida del Llano Castellano No 51, on 21 January 2025 at 12:00 on first call or, if quorum is not made, on second call on the following day, 22 January 2025, at the same time and in the same place, to address the following:
AGENDA
- Approval of an extraordinary dividend payable against distributable reserves for a total gross maximum amount of 39,000,000 euros.
- Delegation of powers to formalise, interpret, rectify and execute the resolutions adopted at the Extraordinary General Shareholders Meeting.
ADDENDUM TO THE CALL NOTICE AND PROPOSALS FOR RESOLUTIONS
Shareholders representing at least five percent (5%) of the share capital may request the publication of an addendum to this call notice to add one or more items to the agenda. This right should be exercised via reliable notification (including documentation accrediting shareholder status), which must be received at the registered office of the Company (Avenida del Llano Castellano No 51, 28034, Madrid, for the attention of the General Secretariat) within five (5) days of the publication of this call notice.
RIGHT TO INFORMATION
In accordance with the provisions of the Spanish Companies Act, shareholders may, until the seventh (7th) day before the Extraordinary General Shareholders Meeting, request any information or clarifications they may require or pose, in writing, any questions they deem pertinent with regard to the items on the Agenda, either in writing by registered, signed-for 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 return address.
RIGHT OF ATTENDANCE AND PROXY
The Extraordinary General Shareholders Meeting may be attended by the holders of nominative shares in the Company which, pursuant to the provisions of article 19 of the Articles of Association, are registered in the Register of Nominative Shares at least five (5) days prior to the day of the Meeting, in this case no later than 16 January 2025.
Any shareholder entitled to attend the Extraordinary General Shareholders Meeting may appoint a proxy, even if the person is not a shareholder of the Company. The appointment of a proxy must be undertaken in writing and specifically for each Meeting, under the terms and with the scope stipulated in the Spanish Companies Act.
This last requirement will not be necessary when the proxy is the spouse, parent or descendant of the shareholder, or when the proxy holds general power of attorney for all the shareholder’s assets in Spain.
The appointment of a proxy can always be revoked. If the shareholder attends the Extraordinary General Shareholders Meeting in person the proxy appointment will be revoked automatically.
NOTARISED MINUTES
The Board of Directors of the Company has agreed to have a notary public present at the Extraordinary Annual General Meeting, pursuant to articles 203 of the Spanish Companies Act and 101 et seq. of the Regulation of the Register of Companies, in order to draw up the corresponding minutes.
DATA PROTECTION
Any personal data provided by shareholders to the Company in order to exercise their rights to attend, appoint a proxy and vote at the Extraordinary General Shareholders Meeting will be processed for the purpose of managing, overseeing and ensuring compliance in shareholder relationships; the lawful bases for this data processing are the contract between the Company and the shareholder and compliance with legal obligations. The data will be held for the periods stipulated in the applicable regulations.
The data will be provided to the notary for the purpose of drafting the minutes to the Extraordinary General Shareholders Meeting and may be provided to third parties in exercising the right to information provided for by law to the extent stipulated at the Extraordinary General Shareholders Meeting.
Data subjects may exercise their rights of access, rectification, erasure, objection, restriction and portability, as applicable, as detailed and in compliance with the requirements stipulated in current law, by writing – using the reference “Data Protection” – to the following address: Tendam Retail, S.A., Avenida del Llano Castellano No 51, 28034, Madrid, or by email to dpo@tendam.es. Shareholders also have the right to file a complaint with the Supervisory Authority (www.aepd.es)
The Extraordinary Annual General Meeting is expected to be held on first call, i.e. 21 January 2025 at the time and place indicated above.
Madrid, 20 December, 2024. The Non-Director Secretary of the Board of Directors, Mr. Ramón Hermosilla Gimeno.
