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EQS-News: Befesa S.A. / Key word(s): AGM/EGM/Dividend
Invitation to the Annual General Meeting on 20 June 2024
2024-05-17 / 11:29 CET/CEST
The issuer is solely responsible for the content of this announcement.
BEFESA
Befesa S.A.
société anonyme
68-70, Boulevard de la Pétrusse, L-2320 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg B 177697
Convening Notice
All shareholders of Befesa S.A. (the "Company"), are convened by the board of directors of the Company (the "Board of
Directors") for the Annual General Meeting of our Company which will be held on 20 June 2024, at 9:30 CEST at 12,
Boulevard Royal (Hôtel Le Royal), L-2449 Luxembourg, Grand Duchy of Luxembourg (the "AGM"), to deliberate and vote on
the following agenda:
A. Agenda for the AGM

1. Presentation of the management report of the Board of Directors, including the corporate governance
report, and of the reports of the independent auditor (réviseur d'entreprises agréé) on the Company's consolidated
financial statements for the financial year ended 31 December 2023, prepared in accordance with the International
Financial Reporting Standards ("IFRS") as adopted by the European Union, and on the Company's annual accounts for
the financial year ended 31 December 2023, prepared in accordance with Luxembourg Generally Accepted Account
Principle(s) ("GAAP").

2. Approval of the Company's consolidated financial statements for the financial year ended 31 December
2023.

3. Approval of the Company's annual accounts for the financial year ended 31 December 2023.

4. Allocation of results and determination of the dividend in relation to the financial year ended 31
December 2023.

5. Granting of discharge to each of the members of the Board of Directors of the Company for the exercise of
their mandate during the financial year ended 31 December 2023.
6. Approval and, to the extent necessary, ratification of the fixed remuneration of the non-executive
members of the Board of Directors for the financial year ending on 31 December 2024.

7. Confirmation of the mandate of Mrs. Soledad Luca de Tena in replacement of Mr. Romeo Kreinberg as
non-executive director of the Company as of 25 October 2023 by way of co-optation.

8. Presentation of and advisory vote on the remuneration report for the members of the Board of Directors in
the financial year ended 31 December 2023.

9. Reappointment of the independent auditor for the financial year ending on 31 December 2024.
B. Availability of the documentation, attendance and voting procedure

1. Available information and documentation
The following information is available until the ending of the AGM on the Company's homepage (https://
www.befesa.com/es/investors/general-meeting/) and at the Company's registered office in Luxembourg as from the date
of publication of this convening notice:
. this convening notice for the AGM;
. the documents to be submitted to the AGM;
. a draft resolution or, where no resolution is proposed to be adopted, a comment from the Board of
Directors, for each item on the proposed agenda of the AGM;
. the biographical information of the candidate for the confirmation as member of the Board of Directors by
way of co-optation; and
. the Shareholder Participation Form (including the ballot paper to be used to vote by proxy voting
representative or to vote by correspondence) as mentioned below, the Attestation Form (Record of Share Ownership)
as mentioned below, the Data Protection Notice, 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 Befesa
S.A. c/o GFEI Aktiengesellschaft by sending an e-mail to befesa-agm@gfei.de.

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 9 of the AGM are adopted by a simple majority of votes cast.

3. Requirements for participating in the AGM and exercising voting rights
The rights of a shareholder to participate in the AGM and to vote shall be determined with respect to the shares held
by that shareholder on 6 June 2024 at midnight (24:00 CEST) (the "Record Date"). Any changes in share ownership after
the Record Date will not be taken into account.

Registration procedure for voting and, if applicable, attending the AGM in person or by a proxyholder, and evidence of
share ownership
(i) Shareholders who wish to participate and exercise their voting rights at the AGM in respect of the shares held by
them at the Record Date shall, on or before the Record Date, submit a written declaration of their intention to
participate at the AGM and shall exercise their voting rights in one of the following manners (the "Shareholder
Participation Form"):
a. Proxy voting representative appointed by the Company Shareholders who do not wish to attend the AGM in person may
appoint Mr. Javier Molina Montes, Executive Chair of the Company, whom failing, Mr. Asier Zarraonandia Ayo, Chief
Executive Officer of the Company, as proxy voting representative appointed by the Company, to participate in and vote
at the AGM on their behalf. The proxy voting representative will be bound by the respective instructions of the
shareholder provided by the Shareholder Participation Form prior to the AGM.
b. Proxy voting representative appointed by the shareholder
Shareholders who do not wish to attend the AGM in person may also appoint another natural or legal person who needs not
to be a shareholder itself to attend and vote at the AGM on their behalf.
A proxy holder may hold a proxy from more than one shareholder without limitation as to the number of shareholders so
represented. The proxy holder will have to identify himself on the date of the AGM by presenting a valid identity card
or passport.
In case of ordinary shares owned by a legal entity, individuals representing such entity who wish to physically attend
the AGM and vote at the AGM on behalf of such entity, must present evidence of their authority to attend and vote at
the AGM by means of a proper document (such as a special power of attorney) issued by the entity represented. Such
evidence of authority must be presented at the AGM.
c. Voting in person
Shareholders who wish to attend the AGM in person will be able to cast their votes during the AGM. Shareholders
attending the AGM in person shall carry proof of identity in the form of a valid identity card or passport at the AGM.
In case of ordinary shares owned by a legal entity, individuals representing such entity who wish to attend the AGM in
person and vote at the AGM on behalf of such entity, must present evidence of their authority to attend and vote at the
AGM by means of a proper document (such as a special power of attorney) issued by the entity represented. Such evidence
of authority must be presented at the AGM.
d. Voting by correspondence
Shareholders who wish to vote by post may exercise their voting rights by casting their votes by correspondence.
Please note that to be valid, the Shareholder Participation Form must be duly filled in and received by Befesa S.A. c/o
GFEI Aktiengesellschaft by e-mail to befesa-agm@gfei.de no later than 24:00 CEST on 6 June 2024.
(ii) In addition to the Shareholder Participation Form (including the ballot paper to be used to vote by proxy voting
representative or to vote by correspondence), the shareholders who intend to participate and exercise their voting
rights at the AGM (either in person, representation by proxy or by voting by correspondence) are obliged to submit an
attestation from their depository bank or financial institution stating the number of shares held by that shareholder
on the Record Date (the "Attestation Form").
Please note that to be valid, the Attestation Form (Record of Share Ownership) must be duly filled in and received by
Befesa S.A. c/o GFEI Aktiengesellschaft by e-mail to befesa-agm@gfei.de no later than 24:00 CEST on 14 June 2024.
4. Additional important information for shareholders
Participation and exercise of voting rights
Shareholders are hereby informed that the participation in and the exercise of voting rights at the AGM is exclusively
reserved to such persons that were shareholders on the Record Date and who have adhered to the voting instruction set
out in this convening notice.
Transfer of shares after the Record Date is possible subject to usual transfer limitations, as applicable. However,
alterations (either positive or negative) of the number of shares owned by the shareholder after the Record Date will
have no impact on the participation in and the exercise of voting rights by that shareholder at the AGM. Likewise, any
transferee having become owner of the shares after the Record Date has no right to vote at the AGM and may not attend
the AGM.
Shareholders, who have validly declared their intention to participate and vote in the AGM by having transmitted their
Shareholder Participation Form as mentioned under point B. 3.1., may also express their votes subsequently provided,
however, that their ballot paper (which is included in the Shareholder Participation Form) or voting instructions
transmitted by any other permissible means must be received by Befesa S.A., c/o GFEI Aktiengesellschaft by e-mail to
befesa-agm@gfei.de no later than 14 June 2024 (at 24:00 CEST).
Supplement to the convening notice and submission of proposed resolutions
Shareholder(s) holding individually or collectively at least five per cent (5%) of the issued share capital of the
Company are entitled to request the addition of items to the agenda of the AGM and table draft resolutions for items
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May 17, 2024 05:29 ET (09:29 GMT)