OTHER RELEVANT INFORMATION
NOTICE OF ANNUAL
GENERAL MEETING OF
GIGAS HOSTING, S.A.
20 May 2022
Pursuant to article 17 of the EU Market Abuse Regulation (596/2014) and article 227 of the Spanish Securities Market Act (texto refundido de la Ley del Mercado de Valores), approved by Royal Decree 4/2015, of 23 October, and related provisions, and in accordance also with Circular 3/2020 of the BME Growth Segment of BME MTF Equity (the "BME Growth" segment) on information to be provided by companies admitted to trading in the BME Growth segment of BME MTF Equity, Gigas Hosting, S.A. ("Gigas", the "Company" or the "Issuer") hereby releases the following relevant information to the market regarding the call of the Annual General Meeting of Shareholders to be held at Hotel Amura, Avenida de Valdelaparra, 2, 28100 Alcobendas (Madrid), on 22 June 2022 at 10:00am at first call, or 23 June 2021 at second call, at the same venue and time.
According to the attached call notice and agenda, proposals submitted for approval at the meeting by shareholders include approval of the 2021 separate and consolidated financial statements and management reports, ratification of director appointments by co-option to fill the vacancies arising since the previous Annual General Meeting and ratification, as appropriate, of the resolutions of the Board of Directors regarding approval of the Stock Appreciation Rights Plan.
Alcobendas (Madrid), 20 May 2022
Moisés Israel Abecasis
Chairman of the Board of Directors
GIGAS HOSTING, S.A.
1
2022 Annual General Meeting
GIGAS HOSTING, S.A.
GIGAS HOSTING, S.A.
Call of Annual General Meeting
Pursuant to the resolutions adopted by the Board of Directors of Gigas Hosting, S.A. (the "Company") at its meeting of 17 May 2022, an Annual General Meeting of the Company's shareholders is called, to be held at Hotel Amura (Av. de Valdelaparra, 2, 28100 Alcobendas, Madrid), on 22 June 2022, at 10:00am, at first call, or 23 June 2022, at second call, at the same venue and time, with the following:
AGENDA | |
One.- | Examination and approval, as appropriate, of the |
Company's separate financial statements and management | |
report for the year ended 31 December 2021. | |
Two.- | Examination and approval, as appropriate, of the |
consolidated financial statements and management report | |
of the Gigas Group (the Company and its subsidiaries) for | |
the year ended 31 December 2021. | |
Three.- | Examination and approval, as appropriate, of the |
consolidated non-financial statement of the Gigas Group | |
(the Company and its subsidiaries) for the year ended 31 | |
December 2021. | |
Four.- | Examination and approval, as appropriate, of the proposed |
appropriation of the Company's profit or loss for the year | |
ended 31 December 2021. | |
Five.- | Approval, as appropriate, of the corporate management in |
the year ended 31 December 2021. | |
Six.- | Ratification of director appointments by co-option to fill the |
vacancies arising since the previous Annual General | |
Meeting. | |
Seven.- | Ratification, as appropriate, of the resolutions of the Board |
of Directors adopted at its meetings held on 21 December | |
2021 and 31 March 2022 regarding approval of the Share | |
Appreciation Rights Plan for senior executives of the | |
Company and its Rules, respectively. Delegation of powers | |
to the Board of Directors. | |
Eight.- | Drafting, reading and approval, as appropriate, of the |
minutes. |
SUPPLEMENTARY NOTICE OF MEETING
Pursuant to articles 172 of the consolidated text of the Spanish Companies Act (texto refundido de la Ley de Sociedades de Capital) approved by Royal Legislative Decree 1/2010, of 2 July (the "Spanish Companies Act"), 8 of the Company's By-laws and 6 of the General Meeting Regulations, shareholders representing at least five percent of the share capital may request the publication of a supplementary
1
2022 Annual General Meeting
GIGAS HOSTING, S.A.
notice of meeting to include additional agenda items. This right must be exercised by notification by a reliable method received at the registered office within five working days of the date of publication of this notice.
RIGHT TO INFORMATION
Shareholders are hereby informed that, from the publication of this notice of meeting, they have the right to examine and obtain at the registered office or request delivery of copies, free of charge, of the following documents:
- the full text of the proposed resolutions included in the agenda to be submitted by the Board of Directors for approval at the General Meeting;
- the 2021 separate and consolidated financial statements of the Company and the consolidated group, and the related management and audit reports;
- the consolidated non-financial statement of the Gigas Group (the Company and its subsidiaries) for the year ended 31 December 2021;
- the report on the proposal for ratification of direct appointments by co-option referred to in agenda item six; and
- the Share Appreciation Rights Plan for Senior Executives of the Company Rules.
In accordance with articles 197 of the Spanish Companies Act, 10 of the Company's By-laws and 8 of the General Meeting regulations, shareholders may, from the day of publication of the notice of the General Meeting until the seventh day before the meeting is to be held at first call, request, in writing, any information or clarification or submit any questions they deem necessary regarding the items on the agenda. Also, in the same form and in the same time, shareholders may request information or clarification on publicly available information provided by the Company to the regulator of the BME MTF Equity from the date the latest General Meeting was held.
These requests for information may be made, following accreditation of shareholder status, by delivery of the request to the registered address, by post to the Company's registered address, or by e-mail to accionista@gigas.com. Whatever the means used to issue the requests for information, the request of the shareholder must include the shareholder's full name, and evidence of the shares owned, so that the information can be checked against the list of shareholders and the number of shares in the shareholder's name provided by Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.
The information requested by shareholders shall be provided via the same means as the corresponding request, unless the shareholder indicates another means from among those deemed suitable according to this article. In any event, directors may issue the information via certified mail with acknowledgement of receipt or registered facsimile (burofax).
RIGHT OF ATTENDANCE AND REPRESENTATION
In accordance with articles 9 and 11 of the General Meeting Regulations, any shareholders appearing on record as shareholders in the corresponding register of book entries five (5) days in advance of the date scheduled for the meeting may attend. This may be evidenced by the pertinent attendance card or certificate issued by one of the legally authorised entities or any other manner permitted by law. Legal
2
2022 Annual General Meeting
GIGAS HOSTING, S.A.
person shareholders must accredit sufficient authority evidencing the powers of the natural person through whom they are exercising their right of attendance.
All shareholders entitled to attend a General Meeting may be represented at the General Meeting by another person, who need not be a shareholder. Proxies must be granted in writing or by the remote means of communication specified below, and issued especially for each General Meeting. The latter requirement shall not apply when the proxy holder is the spouse, ascendant or descendant of the principal, nor when the proxy holder has a general power of attorney by virtue of a public document vesting him/her with powers to administer all the assets that the principal owns in national territory. No shareholder may be represented by more than one proxy holder at a General Meeting.
Proxies issued by remote means of communication shall only be valid by post if (i) the attendance card issued by the depository entity is duly signed and completed by the shareholder; or (ii) the attendance card prepared by the Company, also duly signed by the shareholder and accompanied by certification from the depository entity, are mailed to the registered address. Legal person shareholders must also accredit sufficient authority evidencing the powers of the natural person issuing the proxy remotely.
Shareholders with right to attend and vote may cast their vote on any proposals related to agenda items using the following remote communication means:
- By post, sending to the Company the attendance card and ballot issued by the entity(s) overseeing the registration of book-entries or the depository entities, duly signed and completed, or by other written means that, in the opinion of the Board of Directors in a prior resolution adopted and published, allows the identity of the shareholder exercising their right to vote to be duly verified.
- By other electronic means, attaching an electronic copy of the attendance card and vote, provided the electronic document through which the right to vote is exercised includes a legally recognised electronic signature used by the shareholder intending to vote remotely, or other type of electronic signature considered suitable by the Board of Directors, based on a previous resolution adopted and published, that provides sufficient guarantees of authenticity and identification of the shareholder exercising their right to vote.
To be valid, votes cast by these systems must be received by the Company at least 24 hours before the date scheduled for the General Meeting at first call. The Board of Directors may specify a shorter period for the receipt of remote votes.
Proxies issued by a shareholder before the shareholder casts their remote vote shall be deemed revoked. Those granted after shall be deemed as not made. Personal attendance to the General Meeting by the shareholder issuing a proxy shall render the proxy void.
Any vote issued through remote means will be invalidated by subsequent and express revocation, within the period established for voting and using the same means for the vote or by attendance to the General Meeting of the shareholder issuing the vote.
In Alcobendas (Madrid), on 20 May 2022, this notice of meeting, to be published on the same date on the Company's website https://gigas.comtogether with the rest of the supplementary documentation, is signed by
Moisés Israel Abecasis
Chairman of the Board of Directors
3