The Board of Directors of NATRA, S.A, in accordance with the legal and statutory regulations in force, has agreed to call the General and Extraordinary Shareholders’ Meeting, to be held in Plaza Pais Valenciano number 7, Quart de Poblet (Valencia), "Centro Cultural El Casino", on June 13th 2013 at 12:30 am, for the first call, and June 14th 2013, at the same place and time, for the second call, under the following:
1. Review and approval, where appropriate, of the Annual Accounts (Balance Sheet, Profit and Loss Account, Statement of Changes in Equity, Statement of Changes in Cash Flow and Annual Report) of NATRA, S.A and the consolidate Group, the corresponding Management reports, the profit allocation and the Board of Director’s management, for the year ended on December 31st 2012.
2. Cessation, resignation, re-lection, ratification and/or appointment of Directors, with prior establishment of the number of Directors within the minimum and maximum limits provided by the Bylaws.
3. Authorization to the Board of Directors for the acquisition of own shares, either directly or through subsidiaries.
4. Authorization and delegation to the Board of Directors to issue debentures, bonds, redeemable shares, warrants and/or other similar securities, convertible debentures and/or bonds and/or exchangeable for shares and, where appropriate, with the faculty of excluding pre-emptive subscription rights in accordance with Article 506 of the Spanish Corporations Act within the maximum five (5) year term. Increase the share capital to the amount necessary in order to attend the conversion.
5. Re-election of Auditors of the Company and its consolidated Group.
6. Approval, with consultative status, of the report on the remuneration of the Natra, S.A. Directors’s remuneration for the current year (2013) drafted by the Board of Directors.
7. Approval and ratification of Natra, S.A. Directors’ remuneration system.
8. Information on the amendments of the Board of Director’s Regulations.
9. Delegation of faculties.
10. Requests and questions.
11. Reading and, where appropriate, approval of the minutes of the Meeting.
COMPLEMENT TO THE CALL
Shareholders representing, at least, five percent (5%) of the share capital may (i) request the publication of a supplement to the call of the General and Extraordinary Shareholders’ Meeting, including one or more points in the Agenda, provided the new items are accompanied by a justification, or, where appropriate, a duly supported motion; and (ii) may submit proposals on items already included or which shall be added to the Agenda of the General and Extraordinary Shareholders’ Meeting. This right must be exercised by means of a reliable notification –addressed to the Secretary of the Board of Directors- which must be received at the registered office within five (5) days following the publication of this call. The written notification must include the name or corporate name of the requesting shareholder/s as well as the opportune documentation – a copy of the attendance card or authentication certificate - which certifies the status of shareholder. The supplement to the notice will be published at least fifteen (15) days prior to the celebration of the General and Extraordinary Shareholders’ Meeting, on first call.
In compliance with the provisions of the Spanish Corporations Act, Shareholders shall examine at the registered office of the company, the documentation set forth below, as well as request that such documents be delivered or dispatch of the same:
• Full text of the Annual Accounts, management report and the Auditors’ Report for 2012, as well as the Consolidated Accounts and the Auditors’ Report for the said year.
• Full text of the Board of Directors’ Report on items 3, 4 and 6 of the Agenda.
• Board of Directors’ Report on the remuneration of the Directors of NATRA, S.A of the current year 2013.
• Agreement proposals in the General and Extraordinary Shareholders’ Meeting.
Information to the General and Extraordinary Shareholders’ Meeting may be consulted and obtained in the Company’s webpage (www.natra.es).
Shareholders may, up to seventh (7) days prior to the General and Extraordinary Shareholders’ Meeting, formulate questions or request information and clarification requests regarding items of the Agenda or to the public information provided by the Spanish Securities Exchange Commission (CNMV) since the date of the previous General and Extraordinary Shareholders’ Meeting.
Likewise, pursuant to the provisions of article 539 of the Spanish Corporations Act, an Electronic Shareholders Forum is available as of the publication of this call. Company’s webpage contains the Forum’s governing rules as well as the form to be filled in order to participate in the Electronic Shareholders Forum.
RIGHT TO ATTEND
Shareholders who have entered their shares in the corresponding accounts register and who are in possession of the corresponding attendance card at least five (5) days prior to the date stated for the General and Extraordinary Shareholders’ Meeting, may attend the same.
Shareholders holding the right to attend the General and Extraordinary Shareholders’ Meeting may be represented by another person. Such delegation must be reflected either in the card issued by the entities in which the shares are registered or by means of another proxy specifically issued for this Meeting.
Shareholders may exercise their vote on the proposals related to the items included in the Agenda of any Shareholders’ Meeting by post mail. To that effect, shareholders may send to the company the attendance card and vote duly signed and filled in. In order to be valid, postal votes must be received by the company at least five (5) days prior to the scheduled General and Extraordinary Shareholders’ Meeting to be held on first call. Shareholders who are to exercise their vote remotely pursuant to the terms established herein shall be deemed present as regards to the constitution of the Shareholders Meeting. The shareholder’s attendance in person will render null and void any remote vote or proxy previously notified to the company.
ATTENDANCE OF A PUBLIC NOTARY
Shareholders are informed that, in order to facilitate the drafting of the Meeting’s Minutes, the Board of Directors has agreed to request the presence of a Public Notary to attend the Meeting and draft the Minutes, pursuant to Article 203 of the Spanish Corporations Act.
*NOTE: Shareholders are informed that, under normal circumstances, the General and Extraordinary Shareholders’ Meeting will be held on first call on June 13th 2013.