48. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

 

Amendments to the Articles of Association of the Company are of the responsibility of the General Shareholders’ Meeting who has the power to decide on this matter. According to Article 17 of the Company’s Articles of Association (“Constitution of the General Shareholders’ Meeting, Adoption of resolutions”), to validly approve any necessary amendment to the Articles of Association, the Ordinary or Extraordinary Shareholders’ Meeting will need:

  • On first call, that the Shareholders either present or represented by proxy, represent at least fifty percent (50%) of the subscribed voting capital.
  • On second call, that the Shareholders either present or represented by proxy, represent at least twenty five percent (25%) of the subscribed voting capital.

In the event that the shareholders attending represent more than fifty percent (50%) of the subscribed voting capital, the resolutions referred to in the present paragraph will only be validly adopted with absolute majority. If the shareholders attending represent between the twenty-five percent (25%) and the fifty percent (50% -but without reaching it- the favourable vote of two-thirds (2/3) of the present or represented capital in the General Shareholders’ Meeting will be required in order to approve these resolutions.

Accordingly with theentering into force of the new wording of the Spanish Companies Law (“Ley de Sociedades de Capital”), Ley 31/2014, EDPR made the necessary amendments to the Articles of Association to adapt them to the Law. The modifications introduced were approved on the last General Shareholders’ Meeting of April 9th 2015.