Rules on delegation and distance voting
The Board of Directors of AENA, S.M.E., S.A. ("Aena" or the "Company") has decided, under the provisions of Article 17 of the Articles of Association and Article 13 of the General Meeting Regulations, that at the next Ordinary General Shareholders’ Meeting, planned to be held in Madrid, in the Press Room of Terminal T4 of the Adolfo Suárez Madrid-Barajas Airport, located at Avda. de la Hispanidad s/n, 28042, at 12:00 m. on 10 April 2018, in first summons, or in the same place and at the same time the following day 11 April 2018, in second summons, the following voting and remote delegation rules shall apply from the date of publication of the relevant summons:
1. Distance voting
Aena shareholders with the right to attend and vote may vote for items of the General Meeting’s agenda prior to the holding of the Meeting, in the terms provided in the Capital Companies Act, in article 26 of the Articles of Association, and article 39 of the General Meeting Regulations.
Shareholders who cast their ballot remotely in the terms indicated below shall be considered as present for the purposes of the constitution of the Company’s Ordinary General Meeting.
Shareholders may use any of the following means to cast absentee ballots:
Option A
Delivery of the voting card at the Company’s office
Option B
Absentee ballot by post or equivalent courier service
Option C
Electronic voting
2. Remote delegation
Aena shareholders may confer representation prior to the holding of the Meeting, under the terms provided for in the Capital Companies Act, in article 19 of the Articles of Association, and article 16 of the General Meeting Regulations.
Shareholders may use any of the following means for remote delegation:
Option A
Delivery of the delegation card at the Company’s office
Option B
Delegation by post or equivalent courier service
Option C
Electronic delegation
3. Splitting of votes and delegations
Entities entitled as shareholders by virtue of the accounting records of shares but acting on behalf of different persons, may in any event, split the vote and exercise it in a divergent manner, in compliance with different voting instructions, if so received.
For this purpose, they may use as many attendance cards from Aena, S.M.E., S.A. as are necessary to split the vote, accompanied, in any case, by the cards issued by the depository entities.
Such intermediary entities may delegate the vote to each of the indirect holders or to third parties designated by them, without there being any limitation on the number of delegations that they may grant.
4. Technical issues
The Company reserves the right to modify, suspend, cancel or restrict electronic representation mechanisms when required for technical or security reasons. In addition, the Company reserves the right to ask shareholders for any additional means of identification it deems appropriate to guarantee the identity of the parties involved, the authenticity of the representation conferred, and in general, the legal certainty of the act of the General Shareholders' Meeting.
Aena shall not be held liable for any damage which may be caused to shareholders as a result of the malfunctioning of the postal or similar service used by shareholders to forward to the Company the documents relating to distance voting or delegation.