Frequently Asked Questions
1. What is Clínica Baviera Electronic Shareholders’ Forum?
The Forum has been enabled in order to facilitate the communication among individual shareholders, individuals as well as entities, and voluntary associations that may be created.
Syndication agreements, shareholders’ representatives, trustees and intermediaries will not have access to the forum.
2. Is the forum a communication channel with the company?
This tool has not been conceived as a communication channel between the company and its shareholders. Other means, such as the Shareholders’ Place, exist for this purpose.
3. Where is the forum regulated?
The Electronic Shareholders’ Forum is regulated by the article 528 of the RL 1/2010 of July 2 2010, Share Corporation Law (“LSC”).
4. How long is the forum available?
The forum lasts approximately one month since the Annual General Meeting notice until this one is held.
5. How do I register?
You must fill in a registration form, attaching a copy of your ID number as well as your scanned legitimating certificate of 1-share-immobilization.
6. How do I access the forum?
To access the forum you must previously register, filling in a registration form proving your identity and your shareholder or voluntary association condition. Associations must be previously created and registered in the CNMV. To access the forum you must use the user name and password you chose during your registration.
7. How can I identify myself in the forum?
Your identification is done when you complete the registration process, attaching a copy of your ID number to guarantee your identity, as well as a legitimating certificate of 1-share-immobilization to prove your Clínica Baviera’ shareholder condition.
8. I have forgotten my password, how can I get it back?
When you access the forum you see the log in page. Under these gaps you can find a link saying “if you forgot your password please click here”. You will be resent to a web page where you will be asked the email address used during your registration. You will receive and email in this account with a link to reset your password.
9. What type of subjects can I raise in the forum?
Registered users according to the regulation will be able to send communications for their publication in the Forum. These publications will regard:
- Proposals aiming to be presented as Additional Publications to the Agenda announced in the AGM’s Notice.
- Attachments to these proposals.
- Leads to reach the percentage required by law to exercise a minority right.
- Representation Offers or Requests.
10. What is an additional proposal?
An additional proposal to the Annual General Meeting Agenda allows you to present your proposals, aiming to join the company’s agenda, when they comply with the forum’s regulation and the company’s articles of association. The deadline according to the company’s articles of association is 5 days after the Agenda’s publication.
11. What is a lead to achieve a percentage to be able to exercise a minority right?
A lead aims to reach the minimum percentage recognised by law and by the company’s articles of association to exercise a minority right.
12. What kinds of leads are provided by law to reach enough percentage to exercise a minority right?
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Minority of 1%
According with the article 203 LSC (before article 114 LSA):
Shareholders representing at least 1% of the share capital may request the appointment of directors to a notary to attend the General Meeting. The presence of the notary can serve two purposes:
- a) The minutes of the meeting of the Board, when requested by the minority of 1% with at least five days before the conclusion of the Board.
Is not established any formal requirement for minority directors requested the assistance of a notary, it seems advisable to be formalized by way of attorney. This procedure is required if it is to be practiced notation of your request in the Mercantile Registry.
- b) Reports written in relation to the finding of certain events occurring during the Board, unless so requested by another notary to prepare the minutes of the Board.
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Minority of 5%
According with the article 168 LSC (before article 100.2 LSA):
Right to convene of an Extraordinary General Meeting. The directors of the company shall convene an Extraordinary General Meeting if requested by shareholders holding of at least 5% of the share capital, the application issues to be discussed at the meeting. In this case, the Board shall be held within thirty days from the date on which any public notary required directors to convene.
According with the article 265 LSC (before article 205 LSA):
Right to request the appointment of auditors for companies not required to audit their accounts. Shareholders representing at least 5% of share capital may request the Mercantile Registry for registered office, under the company; appoint an auditor who reviews the annual accounts of a year, provided that three months have elapsed from the date of closing of such exercise.
According with the article 491 LSC (before article 336 LSA):
Right to challenge the resolutions of the Board of Directors. Shareholders representing 5% of share capital may contest null and void agreements of the Board, within thirty days who knew of them, provided there is no one year after its adoption.
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Minority of 20%
According with the article 373 LSC (before article 265 LSA):
Shareholders representing at least a fifth (20%) of the share capital or personnel of the company, may seek government intervention to ensure the continuity of a society.
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Minority of 25%
According with the article 197 LSC (before article 112 LSA):
Shareholders holding 25% of share capital may weaken the opposition of Chairman of the Board of Directors to provide the information required by the shareholders at the Annual General Meeting.
(*) LSC Share Corporation Law / (*) LSA Corporation Law.
13. What does the attachment to a proposal or initiative published in the Forum implies?
The fact that you attach to an additional proposal or a lead means that you agree with it. This is not legally binding. To make your attachment effective, you and the other agreeing shareholders must:
- In case of an additional proposal: reached 5% of the shareholders, you must inform the company by reliable notification that must be received in the head office within 5 days after the notice release.
- In case of a lead: vote in this sense during the Annual General Meeting. Otherwise, your attachment will only be indicative and non-binding.
Otherwise, your attachment will be indicative and non-binding.
14. What is a representation offer?
As a shareholder you can make an offer to other forum participants to represent them on the Annual General Meeting day.
15. What is a representation request?
As a shareholder you can ask other forum participants to represent you on the Annual General Meeting day.
16. What does the attachment to a representation offer or request published in the forum implies?
The fact that you attach to a representation offer or request means that you are interested in it. This is not legally binding. To make this attachment effective you must,
- In case of a representation offer: The Annual General Meeting day you must bring with you all the delegation documents properly signed proving that you are qualified for this representation.
- In case of a representation request: You must send your signed delegation vote to the shareholder you have chosen to represent you.
17. How can I participate?
18. How can I create an additional proposal?
Once you have accessed the forum with your username and password, you can click Additional Proposals in the Home page. A screen will open in the Home page and the published proposals will appear. To create a new additional proposal, click on “Insert new subject”, and indicate both the title and description of the subject. By clicking on “Save draft for later publication” the message will be saved in your account and you will have the option to re-edit it before its publication. If you click on “Publish” your request or offer will be sent to the forum’s moderator before its release.
19. How can I create leads to achieve a percentage to be able to exercise a minority right?
Once you have accessed the forum with your username and password, you can click on leads to achieve a percentage to be able to exercise a minority right in the Home page. A screen will open in the Home page and the published proposals will appear. To create a new lead, click on “Insert new subject”, and indicate both the title and description of the subject. By clicking on “Save draft for later publication” the message will be saved in your account and you will have the option to re-edit it before its publication. If you click on “Publish” your request or offer will be sent to the forum’s moderator before its release.
20. How can I create representation offers or requests?
Once you have accessed the forum with our username and password, you will find Representation Offers or Requests in the Homepage. Click on the one that interests you, and a screen will open showing the requests or offers that have been published in the forum. To create a new one click on “Insert new subject” and a new screen will appear where you will be able to write down the title and description of this subject. By clicking on “Save draft for later publication” the message will be saved in your account and you will have the option to re-edit it before its publication. If you click on “Publish” your request or offer will be sent to the forum’s moderator before its release.
21. How can I attach to a proposal?
Once you have accessed the forum with our username and password, you will find a menu with all the available categories in the Homepage. If you enter one of them, a screen will appear showing all the published subjects. To attach to one of them, click on the Reply button and write down your adhesion message. Clicking on publish your message will be sent to the forum’s moderator for revision before publishing.
22. How I can see requests for proposals, leads or voluntary representation?
Once you access the forum with your username and password, you will find in the Home page a button inviting you to “Enter my profile” in the right side of the screen. A menu showing the different categories will appear and you will see your drafts and published messages. You will be able to edit your drafts and send them to the administrator for validation prior publication.
23. What is a Legitimating Certificate attesting me as the owner of the 1-share-inmobilization?
To access the forum we need to verify your shareholder condition. Therefore we request that you attach a Legitimating Certificate (Royal Decree 116/1992 of February 14 1992) on one of the company’s shares.
24. How long do I have to maintain my share immobilized?
This certificate must be in effect until the Annual General Meeting is held. Therefore you will just have immobilized one of your shares to be able to access the Electronic Shareholders’ Forum, and may freely dispose the remaining shares.
25. How can I get my Legitimating Certificate?
Your legitimating certificate will be issued when you request it to the responsible entity and it must be issued before the end of the next working day following that on which your application was handled.
26. If I register, can I unsubscribe later?
The user can unsubscribe anytime and no personal information will be stored in Clínica Baviera’s database.
27. How can I send my suggestions?
This document’s content is purely informative.
Any questions or further clarification should be subject to appropriate professional advice and therefore you should write directly to Clinica Baviera’s Electronic Shareholders' Forum Administrator in the following e-mail account foroaccionistas@clinicabaviera.com.
