Dear shareholders:
By resolution of the board of directors of ISPD Network, S.A. (the "Company"), shareholders are hereby called to the ordinary and extraordinary general shareholders' meeting to be held, on first call, at 16:00 h. on June 26th, 2025 at the registered address or, if the necessary quorum is not reached, at second call, in the same place and at the same time, on June 27th, 2025, to deal with, deliberate and adopt, as the case may be, the appropriate resolutions on the matters set out in the following:
Points regarding the re-appointment of members of the board of directors:
Re-appointment of Juan Rodés Miracle as director.
Points regarding the annual accounts, the allocation of results and the performance of the directors:
Review and approval, as the case may be, of the individual annual accounts -the balance sheet, the profit and loss account, the statement of changes in equity, the cash flow statement and the annual report-, together with the individual management report and auditors' report, corresponding to the financial year ended December 31st, 2024.
Review and approval, as the case may be, of the annual accounts of the consolidated group
-the balance sheet, the profit and loss account, the statement of changes in equity, the statement of cash flows and the annual report-, together with the consolidated management report and auditors' report for the financial year ended December 31st, 2024.
Approval, as the case may be, of the proposed allocation of the result of the Company corresponding to the financial year closing on December 31st, 2024.
Review and approval, as the case may be, of the board of directors' performance during the financial year ended on December 31st, 2024.
Point regarding the appointment of auditor:
Appointment or, as the case may be, re-election of the auditor of the Company and its consolidated group.
Point regarding the annual compensation for the board of directors:
Approval of the compensation for the board of directors for the 2025 financial year.
Point regarding the authorisation to acquire of treasury shares by the Company:
Authorization for the acquisition by the Company of treasury shares under the terms established in the applicable regulation.
Points regarding general matters:
Delegation of powers.
Questions and requests.
Drafting, reading and approval, as the case may be, of the minutes of the meeting.
Right of Attendance
The holders of at least a number of shares that is equivalent to one-thousandth of the share capital that has inscribed their shares five (5) days prior to that on which the general meeting is to be held and that meet the remaining requisites required by the bylaws shall be entitled to attend the general meeting.
This right to attend may be delegated in accordance with that established on this subject in the Law on Corporations and in the bylaws.
Right of Representation
Shareholders who are entitled to attend may be represented at the general meeting under the terms provided in the Law on Corporations and in the bylaws.
The representation shall be granted in writing specifically for each meeting. In any case, they cannot have more than one representative at the meeting.
The representation may always be revoked and personal attendance at the meeting by the represented shareholder will be deemed a revocation of the representation.
When granted by means of long-distance communication, the representation granted will only be validly revoked by means of postal correspondence, thereby sending to the Company's corporate address established for the holding of the meeting, the attendance card sent by the depository entity, duly signed and completed by the shareholder or by means of the form that the Company has on its website (https://www.ispd.com) for proxy voting and long-distance voting.
In order to be valid, the representation, granted or communicated in conformity with that previously established, shall have to be received by the Company 24 hours earlier to the third day prior to that foreseen for the holding of the meeting on first call.
The representation granted in a duly signed document and sent by the shareholder together with their National Identification document (DNI/NIE) or equivalent document to the e-mail address shareholders@ispd.com with a copy to the e-mail address legal@ispd.com with the same requirements and the same time period set forth in the previous paragraphs, clearly indicating the e-mail address to which the response must be sent, shall be deemed also valid.
Right of information
The shareholders may from the time of the publication of this call until the holding of the general meeting (i) examine at the Company's corporate address the full text of all the documents that have to be submitted for approval at the meeting referred to in this section; (ii) obtain from the Company immediately and gratuitously the sending or delivery of all the documents referred to in this section as well as (iii) consult the indicated documents on the website of the Company (https://www.ispd.com).
In order to obtain said documents by means of e-mail the shareholder shall present a request together with their National Identification Document (DNI/NIE) or equivalent document together with the attendance card sent by the depository entity, which is duly signed and completed by the shareholder, to the e-mail address shareholders@ispd.com with a copy to the e-mail address legal@ispd.com, thereby clearly indicating the e-mail address to which the response must be sent. The referred documents are the followings:
The individual annual accounts -the balance sheet, the profit and loss account, the statement of changes in equity, the cash flow statement and the annual report-, together with the individual management report and auditors' report for the financial year ended December 31st, 2024.
The annual accounts of the consolidated group -the balance sheet, the profit and loss account, the statement of changes in equity, the statement of cash flows and the annual report-, together with the consolidated management report and auditors' report for the year ended December 31st, 2024.
The announcement of the call of the meeting.
The proposed resolutions to be submitted to the ordinary and extraordinary general shareholders' meeting.
The model attendance and proxy card, as well as remote voting for the ordinary and extraordinary general shareholders' meeting.
It is expressly noted that until the seventh (7) natural day prior to that on which the meeting is to be held, the shareholder may request from the board of directors, in regard to the matters on the agenda, the information or clarifications that they deem necessary or formulate in writing the questions that they deem pertinent in accordance with that established in Article 197 of the Law on Corporations while the formal requirements described in the previous paragraphs.
Likewise, during the holding of the ordinary and extraordinary general meeting, shareholders may verbally request the information or clarifications that they deem appropriate concerning the matters on the agenda.
Supplement and Proposals
Shareholders who represent at least five percent (5%) of the share capital may request that a supplement to the call, including one or more of the points on the agenda, be published.
The exercise of this right must be performed by means of a verifiable notice that must be received at the registered address within five (5) days following the publication of this call. The supplement to the call must be published as a minimum 15 days prior to the date set for the meeting of the ordinary and extraordinary general meeting of shareholders.
The aforementioned right can also be exercised by sending the notice under the terms referred to in the previous paragraph, including the documents duly signed and sent by the shareholder(s) together with their National Identification Document (DNI/NIE) or its equivalent, to the e-mail address shareholders@ispd.com with copy to legal@ispd.com with the same requirements and the same period set forth in the previous paragraphs, indicating with clarity the e-mail address to which the response must be sent.
The aforementioned is understood notwithstanding the right of any shareholder during the general meeting to present alternative proposals or raise other points that do not need to appear included on the agenda under the terms provided in the Law on Corporations.
Right to vote
Shareholders entitled to attend may cast their vote on the proposals related to the points on the agenda by delivery or postal correspondence. They must ensure that the attendance card and vote, duly signed together with, if that is the case, the voting form for such purpose made available by the Company on its website, reaches the Company at the address for the holding of the meeting. In order to be valid, the vote cast by means of delivery or postal correspondence must be received by the Company at least 24 hours before the third day prior to that foreseen for the holding of the general meeting on first call.
Votes may also be sent to the e-mail address shareholders@ispd.com with a copy to the e-mail address legal@ispd.com with the same requirements and the same time period set forth in the previous paragraphs, clearly indicating the e-mail address to which the response must be sent.
Likewise, the shareholders are informed that the vote issued long-distance shall remain without effect by subsequent and express revocation within the period established for casting and performed by the same means for voting and assistance at the general meeting of shareholders that had been used as well as for the disposal of shares of which the Company has knowledge. Similarly, shareholders who have cast their vote long-distance shall be deemed present for purpose of the constitution of the general meeting.
Date for holding the meeting
Shareholders are informed that the required quorum is expected to be met on first call for which it is expected that the ordinary and extraordinary general meeting will be held on first call on the day and at the place and hour stated previously.
This notice is published on the Company website (https://www.ispd.com).
Barcelona, May 7th, 2025 - The chairman of the board of directors, Fernando Rodés Vilà.
ANNEX: VOTE DELEGATION OR PROXY ORDINARY AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF ISPD NETWORK, S.A. ATTENDANCE CARD, PROXY AND DISTANCE VOTINGFor the ordinary and extraordinary shareholders general meeting of ISPD Network, S.A. (the, "Company") which will be held in registered address, on June 26th, 2025 at 16:00 h. on first call or, if the required quorum is not met, at the same place and time on June 27th, 2025 on second call. The general meeting is expected to be held on first call.
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ATTENDANCE
Shareholders who wish to attend the meeting:
The holders of at least a number of shares that is equivalent to one-thousandth (1,000) of the share capital that have registered their shares five (5) days prior to the date on which the general meeting is to be held and that meet the remaining requisites required by the Bylaws, shall be entitled to attend the general meeting.
This right to attend may be delegated in accordance with that established on this subject in the Law on Corporations and in the Bylaws.
Signature of the shareholder who attends:In , on , 2025
Share Account No: . Number of Shares: .
Identification data of the shareholder.
- PROXY
Shareholders who are entitled to attend and do not wish to attend the meeting personally may grant a proxy. In order to do so, they must complete the section of this CARD entitled "PROXY" adding their signature and identification thereof. They shall make sure that this proxy reaches the Company by means of delivery or ordinary mail, which shall be received by the Company prior to midnight of the third (3rd) day prior to that foreseen for holding the meeting on first call.
The shareholder to whom this card has been sent hereby grants a proxy for this meeting to
The President of the board of directors The secretary of the board of directors Mr. / Ms. .
(All proxies that are received at the Company with the name of the proxy left black shall be deemed to be granted to the president of the board of directors).
Except where otherwise indicated, if the proxy had a conflict of interests, the proxy shall be deemed to be granted in favor of the secretary of the board of directors. If you do not wish this to be the case, check the following "NO" box. NO
