The ETHICS, COMPLIANCE AND ESG COMMITTEE, reporting to the Ethics, Compliance and ESG Commission, is an internal body appointed by the Board of Directors of Solaria, which is the highest authority with respect to the implementation, supervision and coordination of organizational efforts in the area of Ethics, Compliance and ESG. 

The Ethics, Compliance and ESG Committee is also in charge of supervising the information made public in relation to Ethics, Compliance and ESG, preparation of ethical and/or corporate documents and policies that are submitted to the Ethics, Compliance and ESG Commission for approval, as well as providing training to the Company’s employees in relation to internal regulations, ethical standards and the functioning of the COMPLIANCE CHANNEL.

Solaria has established a communication channel, COMPLIANCE CHANNEL, to which employees and third parties can address.  

[email protected] 

Through the COMPLIANCE CHANNEL, anyone who knows or suspects a breach of the rules, corporate policies or internal procedures of Solaria, of the law or any other type of breach or unethical behaviour will be obliged to inform the Company. Anonymous complaints will be taken into account, provided that the absence of bad faith is accredited.  

Likewise, the COMPLIANCE CHANNEL may be used to consult any doubt or communicate suggestions on Ethics, Compliance or ESG. 

The Ethics, Compliance and ESG Committee is the body in charge of processing the communications and queries received through the channel. For this purpose, Solaria has an Internal Operating Regulation for the COMPLIANCE CHANNEL. 

Solaria carries out communication and training actions so that all employees know about the existence of the channel and understand its functioning. Likewise, any person who is not an employee of Solaria but is interested in knowing more about the COMPLIANCE CHANNEL can request training. 

CONFIDENTIALITY 

Solaria guarantees the strictest confidentiality of the communication received, of the identity of the complainant and of those affected, as well as of the documentation provided, and this information will only be communicated when Solaria has the duty to inform an authority.  

PROTECTION 

Solaria guarantees the absence of retaliation to any person who makes a communication in good faith and the protection of the complainant against third parties, involved or not in the reported matter.

Compliance Channel Procedure

Without prejudice to the right of the shareholders to present requests for information or clarification verbally during the celebration of the Meeting, the shareholders may apply up to the FIFTH DAY PRIOR to the holding of the General Meeting by sending a registered letter with acknowledgement of receipt or delivered by hand to the following address: calle Princesa, 2, 4ª Planta, 28008-Madrid, or by e-mail to [email protected], indicating the identity of the shareholder making the request and the address for the purposes of sending the reply, the following: 

• The information or clarifications they deem necessary, or formulating the questions they deem pertinent, regarding the items on the agenda.
• The information accessible to the public that had been provided by Solaria to the National Securities Market Commission during the previous year.
• Additional information about the Auditor’s report.
• A copy of:
  • The individual annual accounts and management reports of the Company and consolidated with its subsidiaries, together with the respective audit reports, for the prior year.
  • The mandatory reports of the directors and board committees.
  • The proposed resolutions corresponding to all the items on the agenda.
  • The remaining information that must necessarily be made available to them on the occasion of the General Shareholders’ Meeting.

Shareholders representing at least three percent (3%) of the share capital may request the publication of a supplement to the notice of the General Meeting, including one or more items on its agenda, provided that the new items are accompanied by a justification or, if appropriate, a justified proposal for a resolution, and may also submit reasoned proposals for resolutions on items already included or to be included on the agenda of the notice of the meeting. To this end, they must be addressed to the Board of Directors of the Company at its registered office (Calle Princesa, 2, 4ª Planta, 28008 – Madrid, or by e-mail to [email protected]) within five days of the publication of the notice of meeting, indicating the identity of the shareholders exercising the right and the number of shares they hold, stating the items to be included on the agenda or the proposed resolutions on the items included on the agenda.

Shareholders who hold at least seven hundred (700) shares and have them recorded in the corresponding accounting register five days prior to the date of the Meeting may attend the Meeting. In order to accredit their ownership, shareholders must request, from the time the notice of the Meeting is published until the Meeting is held, from the entities adhering to the corresponding accounting register, a certificate of entitlement or an attendance card for the meeting. 

Shareholders holding less than seven hundred (700) shares may group together and confer their representation on other shareholders, so as to complete at least seven hundred shares. The grouping must be carried out specifically for this General Meeting and must be recorded in writing.

The Board of Directors, under the authorisation conferred by article 33 of the Corporate articles of association and article 24 of the Regulations of the Meeting, has authorised the following procedure and requirements for the exercising of representation and voting rights by means of remote media at the General Shareholders’ Meeting:

Representation via remote media

Shareholders who do not attend the Meeting may delegate their representation to another person who does not need to be a shareholder, by any of the means indicated below.

a) Delivery, postal or electronic correspondence

Representation will be conferred by filling in the section included for this purpose on the attendance card.

The card, duly completed and signed, must be sent by post or delivered by hand to the registered office of the Company (Calle Princesa, 2, 4ª Planta 28008 – Madrid), or by e-mail to the address [email protected], along with proof of identity by means of DNI or Passport and, where appropriate, power of attorney. In the event that the shareholder grants representation by means of the template provided by the company, it must be accompanied by the corresponding certificate proving shareholder status.

Any delegation of representation that does not contain a nominative expression of the person to whom it is delegated shall be assumed to have been bestowed upon the Secretary of the Board of Directors. It will not be possible to have more than one representative at the Meeting.

The documents containing the representations will reflect the instructions on how to vote, it being assumed that, if specific instructions are not given, the representative will vote in favour of the draft resolutions that are submitted for approval by the Board on those items included on the agenda.

In the event that any other item that was not on the agenda could be submitted to a vote by the Meeting, the representative may cast his/her vote as he/she deems appropriate, taking into account the interest of the Company and the party he/she represents.

 b) Proof of representation

The designated representative who attends the Meeting must prove his/her identity in the same way as is required for electronic attendance detailed below.

The representative may exercise representation and vote pursuant to the provisions of the “Electronic Attendance” section of this notice of convening.

Voting by remote media: delivery, post or electronic voting

Shareholders may exercise their right to vote, without having to attend the General Meeting, by delivery, post or electronic voting, as indicated below. Shareholders casting their votes in this way shall be regarded as present for the purposes of the formation of the Meeting.

The exercising of the right to vote by delivery or post will be carried out by filling in the section included for this purpose on the attendance card, which may be delivered to the depositary entity of the shares which issued it for its subsequent referral by the latter to the Company, or it may be delivered at the registered office of the Company itself (Calle Princesa, 2, 4ª Planta, 28008 – Madrid) or sent to said registered office by post. In the event that the shareholder exercises the vote using the template provided by the company, it must be accompanied by the corresponding certificate of legitimation.

Furthermore, shareholders may exercise their right to vote prior to the holding of the General Meeting by e-mail to the address [email protected], proving their identity by DNI or Passport and including the attendance card, power of attorney, where applicable, and any other information detailed therein.

In the event that the shareholder fails to indicate which way to vote on the attendance card, it will be assumed that the shareholder should votes in favour of each of the proposals made by the Board of Directors in relation to the agenda published in the notice of convening.

Common rules for the exercising of representation and voting rights by remote media

a) Attendance card 

The Company reserves the right to compare the information provided by each shareholder with that provided by the entity responsible for the posting in the accounts of the Company’s shares (Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, Sociedad Anónima Unipersonal – Iberclear-). In the event of a discrepancy between the number of shares communicated by the shareholder issuing its delegation or vote by remote media and the number recorded in the book entries communicated by Iberclear, the number of shares communicated by Iberclear will be deemed valid for the purposes of quorum and voting.

b) Legal Persons

In the case of shareholders which are legal persons, the Company reserves the right to require evidence of the sufficiency and validity of the power of attorney of the natural person acting on behalf of the shareholder.

c) Term for receipt by the Company

In order to be valid, both the delegations conferred and the votes cast by remote media must be received by the Company before 11:59 p.m. (CET) on the day before the General Meeting is held. Otherwise, the delegation vote shall be deemed not to have been issued or cast.

d) Revocation and priority

Attendance at the General Meeting, as well as that deriving from votes cast remotely, implies the revocation of any delegation of representation, whatever the date of the latter.

The representation and exercising of the right to vote are always revocable and they must be carried out specifically and via the same means used for their issuance, within the term established for said issuance.

Votes cast remotely will be null and void in the event of the disposal of the shares whose ownership confers the right to vote, which the Company finds out about at least five days before the date scheduled for holding the General Meeting.

e) Service availability

The Company shall not be liable for any damages that may be caused to the shareholder deriving from the poor operation of the postal service or any other eventuality of an identical or similar nature, which are beyond the control of the Company and which may make difficult or prevent the shareholder from exercising its remote representation or voting rights.

The personal data that the shareholders or representatives of the shareholders send to the Company for the exercise of their rights of information, attendance, delegation and vote at the General Meeting or that are provided by the banking entities and Securities Companies and Agencies in which said shareholders have their shares deposited, through Iberclear, shall be processed for the purpose of managing the development, compliance and control of the shareholder relationship and, if applicable, of the existing representation.

Likewise, shareholders or representatives of shareholders are informed that such data may be incorporated into an automatic file owned by the Company on which shareholders will have the possibility of exercising their rights in accordance with the provisions of Organic Law 3/2018, of December 5, on the protection of personal data and guarantee of digital rights, by means of written communication addressed to the Company (Princesa, 2, 4ª Planta, 28008 – Madrid) or through the email [email protected].

The Board of Directors has agreed to require the presence of a Notary to take the minutes of the General Meeting, in accordance with the Spanish provisions.

For the purposes of the provisions of articles 523 and 526 of the Corporations’ Act (LSC), it is hereby informed that the Chairman of the General Meeting, as well as any other member of the Board of Directors, may be involved in a conflict of interest (i) with respect to item four on the agenda (ii) and in those cases included in sections b) or c) of article 526.1 LSC (removal of directors and exercising of corporate liability action), which may not be on the agenda according to the Law. In relation to all of them, if the party represented has failed to provide precise voting instructions, the representation, unless specifically indicated otherwise, shall be deemed to have been bestowed upon the Secretary of the General Shareholders’ Meeting.