The Board of Directors of Tendam Retail, S.A. (the “Company”) has agreed to call an Annual General Meeting of the Company, to be held at the registered offices in Madrid, Avenida del Llano Castellano No 51, on 22 July 2024 at 12:00 on first call or, if quorum is not made, on second call on the following day, 23 July 2024, at the same time and in the same place, to address the following:
AGENDA
- Approval of the Company’s separate financial statements and the consolidated financial statements for the Company and its subsidiaries for the financial year ended 29 February 2024.
- Approval of the Company’s separate directors’ report and the consolidated directors’ report for the Company and its subsidiaries for the financial year ended 29 February 2024.
- Approval of the proposed distribution of profit corresponding to the financial year ended 29 February 2024.
- Re-appointment of the auditor to the Company and its consolidated group for the financial year 2024/2025.
- Approval of the corporate management and performance of the Board of Directors during the financial year ended 29 February 2024.
- Approval of director remuneration for the financial year ended 29 February 2024.
- Delegation of powers to formalise, interpret, rectify and execute the resolutions adopted at the Annual General 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 Company’s registered office (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 articles 272, 287 and related articles of the Spanish Corporate Enterprises Act, it is hereby made known that, from the time of publication of this notice, shareholders have the right to examine and obtain at the Company’s registered office or to request immediate, free-of-charge delivery of the separate and consolidated financial results and directors’ reports of the Company and its consolidated group, together with the audit report and the proposal for the distribution of profits corresponding to the financial year ended 29 February 2024.
In accordance with the provisions of the Spanish Corporate Enterprises Act, shareholders may, until the seventh (7th) day before the Annual General 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 Annual General 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 17 July 2024.
Any shareholder entitled to attend the Annual General 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 Corporate Enterprises Act.
This written notification is not 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.
Proxy designation may always be withdrawn. If the shareholder attends the Annual General 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 AGM, pursuant to articles 203 of the Spanish Corporate Enterprises 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 General 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 Annual General Meeting and may be provided to third parties in exercising the right to information provided for by law to the extent stipulated at the Annual General 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 Annual General Meeting is expected to be held on first call, i.e. 22 July 2024 at the time and place indicated above.
In Madrid, on the 21st of June 2024. The Non-Director Secretary to the Company’s Board of Directors, Ms. María del Mar Oña López.
