is available in the form of questions and answers on the Company's website, the Company shall be deemed to have 
answered the questions asked simply by referring to that website." 
4. Decision to amend article 30 of the articles of association of the Company so that it shall read as follows: 
"Article 30. Proceedings 
A board of the meeting (bureau) shall be formed at any general meeting of shareholders, composed of a chairman, a 
secretary and a scrutineer who need neither be shareholders nor members of the board of directors. The board of the 
meeting shall ensure that the meeting is held in accordance with applicable rules and, in particular, in compliance 
with the rules in relation to convening, majority requirements, vote tallying and representation of shareholders." 
5. Decision to amend article 32 of the articles of association of the Company so that it shall read as follows: 
 
"Article 32. Voting at General Meetings 
An attendance list indicating the name of each shareholder and the number of Shares for which he votes is signed by or 
on behalf of each shareholder physically or remotely present or represented by proxy, prior to the start of the General 
Meeting. 
The Company shall disclose for each resolution at least the number of Shares for which votes have been validly cast, 
the proportion of the share capital represented by those votes, the total number of votes validly cast as well as the 
number of votes cast in favour of and against each resolution and, where applicable, the number of abstentions. 
However, if no shareholder requests a full account of the voting, it is sufficient for the Company to disclose the 
voting results only to the extent needed to ensure that the required majority is reached for each resolution. 
Within fifteen (15) days after the General Meeting, the company shall publish on its internet site the voting results 
established in accordance with this Article. 
A shareholder who is not present or represented in a General Meeting can cast his vote in that General Meeting by means 
of a ballot paper (formulaire) to be made available by the Company on its website. If the ballot papers cannot be made 
available on the Company's website for technical reasons, the Company shall indicate on its website how to obtain the 
ballot paper. 
A shareholder shall deliver a ballot paper to the Company by any means of communication allowing for the transmission 
of a written text (and, for the avoidance of doubt, including by mail or in electronic form in accordance with the 
Shareholders Rights Law). 
A ballot paper must contain all of the following: 
- name and address of the registered office and/or residence of the relevant shareholder; 
- total number of Shares held by the relevant shareholder and, if applicable, total number of Shares of each class held 
by the relevant shareholder in the issued share capital of the Company and the form of Shares; 
- agenda of the General Meeting; 
- confirmation with respect to each of the proposed resolutions, of the number of Shares for which the relevant 
shareholder is abstaining, voting in favour of or voting against such proposed resolution; and 
- name, title and signature of the duly authorised representative of the relevant shareholder and the date of the 
ballot paper. 
A ballot paper must be received by the Company no later than the fifth (5^th) Luxembourg business day prior to the date 
of the General Meeting or any other later date established by the Board of Directors as will be specified in the 
convening notice for the relevant General Meeting. A ballot paper which does not contain the details specified in the 
preceding paragraph or which is received by the Company after the aforementioned deadline shall be void and disregarded 
for quorum purposes. 
A ballot paper shall be deemed to have been received by the Company: 
(a) when delivered by hand with acknowledgment of receipt, by registered post or by special courier service using an 
internationally recognised courier company: at the time of delivery to the Company; or 
(b) when sent by email, by fax or by mail with acknowledgement of receipt at the time of receipt indicated in the 
acknowledgement of receipt. 
Resolutions the adoption of which is not subject to the quorum and the majority requirements for an amendment of the 
Articles of Association, shall be adopted, irrespective of the number of Shares represented, by a simple majority of 
votes cast. 
For resolutions the adoption of which is subject to the quorum and majority requirements for an amendment of the 
Articles of Association, the quorum shall be at least one half (1/2) of all the Shares issued and outstanding and the 
resolutions shall be adopted by a two thirds (2/3rds) majority of the votes cast. If the said quorum is not reached at 
a first meeting, a second meeting may be convened and resolutions shall be adopted, irrespective of the number of 
Shares represented, by a two thirds (2/3rds) majority of the votes cast." 
***** 
C. Availability of the documentation, attendance and voting procedure 
1. Available information and documentation 
The following information is available until the ending of the AGM and EGM on the Company's homepage (http:// 
www.befesa.com/web/en/informacion_inversores/annual-general-meeting/index.html) and at the Company's registered office 
in Luxembourg starting on the day of publication of this convening notice in the Luxembourg official gazette (Recueil 
Electronique des Sociétés et Associations) and in the Luxembourg newspaper Tageblatt: 
- this convening notice for the AGM and EGM 2021; 
- the full text of any document to be made available by the Company at the AGM (i.e. inter alia the annual report 
containing the management report of the Board of Directors, including the corporate governance report, the Company's 
consolidated financial statements and its annual accounts for the financial year ended 31 December 2020, the 
independent auditor reports on the Company's consolidated financial statements and its annual accounts for the 
financial year ended 31 December 2020, the special report of the Board of Directors drawn up in accordance with article 
441-7 of the Luxembourg law of 10 August 1915 on commercial companies, as amended, and the Company's remuneration 
report for the members of the Board of Directors in the financial year ended 31 December 2020); 
- the report of the Board of Directors in accordance with article 420-26 (5) of the Luxembourg Law of 10 August 1915 on 
commercial companies as amended; 
- the draft and the mark-up of the consolidated Articles of Association of the Company; 
- the full text of the draft resolutions in relation to each of the items included in the agenda to be adopted at the 
AGM and EGM or, where no resolution is proposed to be adopted and as may be appropriate, a comment from the Board of 
Directors; 
- the Declaration of Participation and the Attestation of Share Ownership (it being understood that the Declaration of 
Participation will be valid (subject to relevant choices being expressed by shareholders) for participation at the AGM 
and the EGM and only one single Attestation of Share Ownership which will be valid both for the AGM and the EGM will be 
made available by the Company); 
- the Proxy Form and Postal Voting Form to be used to vote by proxy or to vote by post, respectively (it being 
understood that the Proxy Form will be valid (subject to relevant voting/voting instructions being expressed by 
shareholders) for voting at the AGM and the EGM and only one collective Proxy Form and one collective Postal Voting 
Form for the AGM and the EGM will be made available by the Company); and 
- the aggregate number of shares and of voting rights as at the date hereof. 
Shareholders may obtain without charge a copy of the full text of any of the above documents upon request to BNP 
Paribas Securities Services, Luxembourg Branch in its capacity as duly mandated agent of the Company ("BNP Paribas") by 
sending a mail, fax or e-mail at the addresses detailed in section C. 5 of this convening notice. 
2. Quorum and majority requirements 
There are no quorum requirements to be able to participate or vote at the AGM. No vote being necessary on agenda item 1 
of the AGM. The resolutions on agenda items 2 to 8 of the AGM are adopted by a simple majority of votes cast. 
The EGM will be validly held with quorum of at least one half (1/2) of all the shares issued and outstanding and the 
resolutions shall be adopted by a two thirds (2/3rds) majority of the votes cast. If the said quorum is not reached at 
a first meeting, a second meeting may be convened and resolutions shall be adopted, irrespective of the number of 
shares represented, by a two thirds (2/3rds) majority of the votes cast. 
3. Requirements for participating in the AGM and EGM and exercising voting rights 
3.1. No physical meeting 
Given the exceptional circumstances due to the COVID-19 epidemic and in accordance with the provisions of the law of 23 
September 2020 on measures concerning the holding of meetings in companies and other legal entities, as amended by the 
law of 25 November 2020, the Company decided to hold the AGM and the EGM without any physical meeting. 
The AGM will be held via audio conference. Shareholders will however not be able to express their votes directly during 
the audio conference but only by means of the representation through proxy named by the Company or voting by post. 
Shareholders who wish to attend the AGM via audio conference shall submit their intention to attend via audio 
conference by e-mail to IRBefesa@befesa.com together with evidence of share ownership on the Record Date. Shareholders 
will then receive the dial-in details that enable them to attend the AGM via audio conference. 
No audio conference will be organised for the EGM. Shareholders will be able to express their votes by means of the 
representation through proxy named by the Company or voting by post. 
3.2. Record date 
The rights of a shareholder to participate in the AGM and/or EGM and to vote shall be determined with respect to the

(MORE TO FOLLOW) Dow Jones Newswires

May 28, 2021 07:31 ET (11:31 GMT)