The Board of Directors of NATRA, S.A., in accordance with the legal and statutory regulations in force, has agreed to call an Annual and Extraordinary General Meeting, to be held in Plaza País Valenciano Nº.7 Quart de Poblet (Valencia), "Centro Cultural El Casino", on June 28, 2012 at 12:30 am, for the first call, and June 29, 2012, in the same place and at the same time, for the second call.
1. The review and, where appropriate, approval of Natra S.A.’s individual and the consolidated group’s financial statements (balance sheet, income statement, statement of changes in equity, cash flow statement and annual report), the corresponding management reports, the profit allocation and the Board of Directors’ conduct of business for the year ended on December 31, 2011.
2. Resignation, cessation, re-election, ratification and/or appointment of Directors, following the establishment of the number of the same within the minimum and maximum limits provided by the Bylaws.
3. Authorization of the Board of Directors for the derivative acquisition of treasury stock, directly or through subsidiaries.
4. Modification of the following articles of the Bylaws, articles 2°, 15°, 16°, 17°, 18°, 22°, 25°, 33°, 37º bis, 39°, 42° and 46°, for their adaptation to the Corporate Enterprises Act.
5. Modification of the following articles of the Board’s Regulations, articles 3°, 4°, 5°, 6°, 9°, 10°, 11°, 12°, 16°, 17°, 19° and 23°, and introduction of a new article 7° bis, for their adaptation to the Corporate Enterprises Act.
6. Approval, with consultative status, of the report on the Natra S.A. Directors’ remuneration for the current year (2012), as prepared by the Board of Directors.
7. Establishment of the Board of Directors’ remuneration.
8. Delegation of powers.
9. Requests and questions.
10. The reading and, when applicable, the approval of the minutes of the Meeting.
COMPLEMENT TO THE CALL
Shareholders representing at least five percent of the company’s capital may request the publication of a complement to the call for the Annual General Meeting, including one or more points in the Agenda. The exercise of this right must be effected by means of a reliable notification – addressed to the Secretary of the Board of Directors – which must be received in the company’s registered offices within the five days following the publication of this call. The notification document is to reflect the name or the company name of the shareholder(s) responsible for the request, and is to be accompanied by the opportune documentation – a copy of the attendance card or authentication certificate – reflecting the condition of shareholder. The complement to the call for the Annual General Meeting will be published at least fifteen (15) days prior to the date indicated for the celebration of the Annual General Meeting (first call).
Under the Corporate Enterprises Act, shareholders may consult the following at the company’s registered offices, as well as request the delivery or dispatch of the same:
• Full text of the financial statements, the management report and the auditors report for 2011, as well as the consolidated financial statements and the auditors report for mentioned period.
• Full text of the Board of Directors’ report on points 3, 4 and 5 of the agenda.
• The report on the Natra S.A. Directors’ remuneration for the current year (2012), as prepared by the Board of Directors.
The information relevant to the Annual General Meeting may be consulted on and obtained from the company’s website (www.natra.es).
Shareholders may, up to seventh day prior to the scheduled date of Annual General Meeting, formulate questions or request information and clarifications related to the items included on the agenda or the public information provided by the Spanish National Securities Market Commission (CNMV) prior to the date of the previous Annual General Meeting.
Similarly, and in order to comply with the article 539 of the Corporate Enterprises Act, an electronic forum for shareholders will be activated in the company's website as of the publication of this call. The rules governing the functioning of the forum, as well as the form to be completed in order to participate in the same, are available in the company's website.
RIGHT OF ATTENDANCE
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 indicated for the celebration of the Annual General Meeting may attend the same.
Shareholders holding the right to attend the AGM may delegate their representation at the same to another person. Such delegation must be reflected either in the card issued by the entity(ies) in which the shares are deposited or by means of another document issued specifically for this Meeting.
Shareholders may cast their votes on the proposals relative to the items on any Annual General Meeting agenda by post. To do so, the shareholder must send the duly-signed attendance card and vote to the company for validation. Postal votes must be received by the company at least five days prior to the date established for the celebration of the first call of the Meeting. Shareholders casting absentee votes in the terms indicated in this article will be considered as present to the effects of the constitution of the Meeting in question. The shareholder’s attendance in person will render null and void any absentee vote or delegated representation notified previously to the company.
Shareholders are informed that, in order to facilitate the preparation of the Meeting’s minutes, the Board of Directors has agreed to request that a notary attend the Annual General Meeting and prepare the corresponding notarial minutes of the same, under the provisions of article 203 of the Corporate Enterprises Act.
*NOTE: Shareholders are informed that, under normal circumstances, the Annual General Meeting will be held on first call on June 28, 2012.