Mapfre S A : Regulation of the General Shareholders’ Meeting (PDF, 186 KB)

REGULATIONS OF THE ANNUAL GENERAL MEETING OF MAPFRE, S.A.

CONTENTS

Chapter I. INTRODUCTION

• Article 1. Content.
• Article 2. Annual General Meeting.
• Article 3. Types of Meetings.

Chapter II. CALLING OF GENERAL MEETINGS

• Article 4. Calling of Meetings.
• Article 5. Announcement of Meetings.

Chapter III. PREPARATION OF GENERAL MEETINGS

• Article 6. Information available to shareholders on the occasion of the General Meeting.
• Article 7. Period for exercising the right to information prior to the General Meeting.

Chapter IV. CONDUCT OF GENERAL MEETINGS

• Article 8. Right to attend General Meetings.
• Article 8 bis. Telematic attendance via real-time remote connection.
• Article 9. Right of representation.
• Article 10. Quorum.
• Article 11. Venue.
• Article 12. Chairman and Secretary of the Meeting.
• Article 13. Formalities for a valid General Meeting.
• Article 14. Shareholder participation.
• Article 15. Attendance of the Audit and Compliance Committee at Meetings.

Chapter IV. VOTING AND DOCUMENTING RESOLUTIONS

• Article 16. Voting at General Meetings.
• Article 17. Minutes of Meetings.
• Article 18. Publication of resolutions.

WARNING: The English version is only a translation of the original in Spanish for information purposes. In case of discrepancy, the Spanish version shall prevail.

Chapter I. INTRODUCTION

Article 1. Content

These Regulations implement the legal and statutory provisions concerning the calling, preparation, information, attendance and conduct of the General Meeting, as well as the exercise of the shareholders' political rights on the occasion of the Meeting, all the foregoing in accordance with the Law and the Company Bylaws.

Article 2. Annual General Meeting*

The Annual General Meeting is the Company's highest governing body. Resolutions adopted in accordance with the law and the Bylaws are binding upon all shareholders, including those absent and not in agreement.

The Annual General Meeting is empowered to decide on any matter relating to the Company. In particular, it is the competent body to decide on the following matters:

1. Approval of the individual and consolidated Annual Financial Statements, distribution of the result, and approval of the company's management.
2. Appointment and dismissal of the members of the Board of Directors, the External Auditor and, where appropriate, the Liquidators, as well as the exercise of socially responsible actions in relation to them.
3. Amendment of the Bylaws and of the Regulations for the Annual General Meeting.
4. Increase and reduction of the share capital, suppression or limitation of preferential subscription rights, transformations, mergers, spin-offs, overall transfers of assets and liabilities, and moving the registered office abroad.
5. Issuance of debentures and other debt securities that are convertible into shares or that attribute interest in company profits to their holders, with the ability to delegate to the Board of Directors the power to carry out such issuances as well as to exclude or limit preferential subscription rights, all under the terms and conditions established by Law.
6. Acquisition, disposal or contribution of essential assets to another company, presumed essential when the amount of the operation exceeds 25% of the total assets of the last approved balance sheet.
7. Approval of related-party transactions when the current legislation attributes such powers.
8. • Article pending for registration with the Corporate Registry.

WARNING: The English version is only a translation of the original in Spanish for information purposes. In case of	2
discrepancy, the Spanish version shall prevail.

1. Dissolution of the Company, approval of the final liquidation balance sheet, and operations whose effect is equivalent to the company's liquidation.
2. Approval of the remuneration policy for the members of the Board of Directors, in accordance with the provisions of current legislation.
3. Any other matter determined by Law or the Bylaws.

Article 3. Types of Meetings

General Meetings can be Ordinary or Extraordinary and shall be called by the Board of Directors.

The Ordinary General Meeting shall be necessarily held once a year, within the six months following the end of each annual financial year, in order to approve the corporate management and, where required, previous year's Financial Statements, as well as decide on the distribution of earnings. Likewise, it may decide on any other issue in the agenda.

Any meeting which does not adhere to the provisions of the preceding paragraph shall be considered an Extraordinary General Meeting.

Chapter II. CALLING OF GENERAL MEETINGS

Article 4. Calling of Meetings*

The Company's Board of Directors is the competent body to call the Annual General Meeting. It must convene the Ordinary General Meeting within the first six months of the fiscal year, and it may convene the Extraordinary General Meeting whenever it is considered appropriate for the company's interests.

The Board of Directors must call the General Meeting when it is duly requested by shareholders who own at least 3% of the share capital, stating in the request the matters to be discussed at the meeting, accompanied by a justified resolution proposal. In this case, the General Meeting must be called and held within two months of the date on which the Board of Directors receives the notarized request to convene it. The Board of Directors will prepare the agenda, necessarily including the matters which are the subject of the request.

In accordance with the provisions of the Bylaws, whenever there are reasons that so advise, the Board of Directors may convene an exclusively telematic Annual General Meeting.

* Article pending for registration with the Corporate Registry.

WARNING: The English version is only a translation of the original in Spanish for information purposes. In case of	3
discrepancy, the Spanish version shall prevail.

In this case, the notice of meeting will describe the procedures that must be followed for the registration and formation of the list of attendees, for the attendees to exercise their rights, and for the progress of the meeting to be appropriately reflected in the minutes. Attendance shall not be made subject to registration more than one hour before the scheduled start of the meeting.

Article 5. Announcement of Meetings

The General Meeting shall be called by publication, at least one month prior to the date set for the Meeting, at least in the following media:

• The Official Gazette of the Spanish Companies House or one of the biggest selling dailies in Spain.
• The website of the Spanish Securities and Exchange Commission (CNMV)
• The Company's website (www.mapfre.com).

The announcement will indicate the date, time and venue of the Meeting and all the matters to be discussed, as well as any other information provided for in current legislation.

Shareholders who represent, at least, three per cent of the share capital may request the publication of an addendum to the calling of an ordinary annual general meeting, including one or more items in the agenda, provided the new items are followed by a justification or, where appropriate, a justified proposed resolution. This right must be exercised by giving due notice, which must be received at the registered office within the five days following the publication of the call.

The addendum to the call must be published at least two weeks before the date set for the meeting.

Shareholders who represent at least three per cent of the share capital may also, within five days of the announcement of the meeting, submit well-founded proposals on matters already included or to be included in the agenda.

Chapter III. PREPARATION OF GENERAL MEETINGS

Article 6. Information available to shareholders on the occasion of the General Meeting

The Board of Directors shall promote the informed participation of shareholders at the General Meeting, and adopt whatever measures it considers necessary to ensure that such meeting actually fulfils its purpose pursuant to the Law and the Company Bylaws.

WARNING: The English version is only a translation of the original in Spanish for information purposes. In case of	4
discrepancy, the Spanish version shall prevail.

After the calling of the meeting, shareholders will be able to consult - at the registered office or on the Company's website (www.mapfre.com) - all the information necessary for the General Meeting, including the detailed proposed resolutions to be submitted thereto, and the forms to be used for proxy and postal voting. Likewise, shareholders may also request that these documents be sent to them free of charge, whenever this is legally permitted.

Notwithstanding the above, the Company shall provide this information through the Investor Relations Department (MAPFRE. Departamento de Relaciones con Inversores. Carretera de Pozuelo a Majadahonda, n.º 52, 28222 Majadahonda - Madrid; e-mail:[e-mail]). The Company shall use these same means, as well as its website so that shareholders can contact the Company in relation to any matter of interest.

Furthermore, the Company shall provide on its website and through the Investor Relations Department any information it considers relevant to facilitate the attendance and participation of shareholders at the meeting.

Likewise, in accordance with current legislation, the Company shall provide an Electronic Shareholder Forum on the occasion of each Meeting on its website (www.mapfre.com), which shall be operative from the publication of the announcement of the meeting to the date on which it is held. This forum may be accessed, in due process of law, both by individual shareholders and by any associations of shareholders they may establish in accordance with legal provisions, in order to facilitate communication between shareholders and the Company. Any proposals that are to be presented as an addendum to the agenda announced in the meeting call, any requests to adhere to such proposals, any initiatives to reach the percentage required to exercise the legally established minority right, as well as any offers or requests for voluntary representation will be published in this Forum. Said Forum, which in no case shall constitute a communication channel between the Company and its shareholders, shall be governed by its own Regulations and by current legislation.

Article 7. Period for exercising the right to information prior to the General Meeting

From the calling of the General Meeting until the fifth day prior to the scheduled date for the holding thereof, shareholders may request in writing to the Board of Directors any information or clarifications they consider necessary regarding the items included in the agenda, as well as submit in writing any questions they deem relevant in relation to said items. During this period they may also request information or clarifications, or send written questions about publicly accessible information provided by the Company to the Spanish Securities and Exchange Commission since the last General Meeting, as well as regarding the auditor's report. The Board of Directors shall be obliged to provide information in writing until the date on which the General Meeting is to be held.

WARNING: The English version is only a translation of the original in Spanish for information purposes. In case of	5
discrepancy, the Spanish version shall prevail.