IBERSOL | Integrated Management Report - 2024

INTEGRATED MANAGEMENT REPORT 2024 Assessment Policy, the responsibility for assessing the suitability of candi- dates for appointment as members of the Board of Directors and the Au- dit Committee to be elected at the General Meeting shall lie with the pro- posing shareholder(s). Alternatively, the Remuneration Committee holds a limited competence in this matter of nominations, inasmuch as Point 4 of the said Policy provides as follows: ” Responsibility for evaluating the suitability of candidates for members to integrate the Board of Directors and the Audit Committee to be elected at the General Meeting will be the responsibility of (…), or, at the request of the proposing shareholder or shareholders, to the Remuneration Committee with the powers set out in article 399 of the Commercial Companies Code ”. 16. Statutory rules for procedural and material requirements applicable to appointment and replacement of members of the Board of Directors. The rules on the procedural and material requirements applicable to the appointment and replacement of members of the Board of Directors are stated in articles 8, 9, 10 and 15 of the Articles of Association. The Board of Directors is composed of an even or odd number of members, with a minimum of three and a maximum of nine, elected by the General Meeting. A number of substitutes equal to one-third of the number of effective directors may also be elected. For a number of Directors not exceeding one third of the body, a preliminary and isolated election will be carried out, among persons proposed in lists subscribed by a group of shareholders, provided that none of these groups has shares representing more than 20% and of less than 10% of the share capital. Each list must propose at least two candidates for each post to be filled and a shareholder cannot subscribe more than one list. If, in a isolated election, lists are presented by more than one group, the vote will decide on all the lists taken together. In the event of death, resignation or temporary or permanent disability of a director, the Board of Directors shall arrange for a replacement. If a director elected under the rules set out in the previous paragraph is permanently absent, an election shall be held at the General Meeting. The Board of Directors may, by resolution, increase the share capital in accordance with the provisions of article 4 of the Company’s Articles of Association, and the share capital may be increased by up to one hundred million euro, one or more times, y means of such resolution which shall set out the form, subscription conditions and categories of shares to be 249