NOTICE TO THE SHAREHOLDERS
PROJECT TO REPLACE THE FORM OF REPRESENTATION OF THE COMPANY'S SHARES
Barcelona, February 26, 2025
Dear Shareholder,
We hereby inform you that the Board of Directors of "S.A. DAMM" [the "Company"], of which you are a shareholder, has agreed to submit to the next Shareholders' General Meeting (expected to be held around mid-June) a proposal to replace the current representation of shares, which as you may know is carried out by book-entry electronic registrations by the securities company GVC GAESCO, with shares represented by physical registered certificates that will be duly delivered to you.
The main purpose of this replacement is to enable shareholders to save the different fees and costs currently charged by the financial institutions with which they deposit their shares, and, to a lesser extent, to eliminate the costs borne by the Company in connection with the current method of representing the shares.
In the likely event that the General Meeting approves this replacement of book-entry securities with physical certificates, the Company will issue shares represented by physical registered certificates that will replace said book-entry securities currently managed by the securities company GVC GAESCO, as well as the legitimacy certificates that the latter may have issued.
In short, and once this replacement is agreed upon by the General Meeting, you will be free to choose between:
- Requesting that all your physical share certificates be delivered to you, in the form of a multiple certificate that will include all shares held by you, so that you can keep them under your personal custody or, otherwise, at your discretion, deposit them with a third party (e.g.: a financial institution) for safekeeping (in which case, logically, you would still have to bear safekeeping costs), or
- Requesting that the Company holds your shares for you, in which case it will do so for as long as you decide, by providing you with a certificate all your shares under the Company’s custody. Of course, you can at any time request the physical delivery of your shares, which the Company will do immediately as set out in the previous paragraph.
As a result of the change in the form of representation of shares, and aside from the cost reduction this implies for each shareholder (for those who opt not to have them deposited with financial institutions) and for the Company itself, the following operational changes will occur.
- Future deliveries of new shares to shareholders arising, for instance, from capital increases, will be made directly by the Company, always respecting the decision you have previously made regarding their custody.
- Dividend payments will no longer be made by financial institutions (that are the current custodians of the shares), the Company will directly make the relevant transfer to your bank account.
Dividend payments will no longer be made by financial institutions (that are the current custodians of the shares), the Company will directly make the relevant transfer to your bank account.
Therefore, in anticipation of the likely approval of the resolution at the next General Meeting, and for protection and security of the banking information reasons, we request that you either
- Personally visit, through your own means or through a duly authorized representative, the Company's offices [Calle Rosellón num. 515, Barcelona city (08025)], to provide a bank account holder certificate (known as "BAHT") of the bank account where you wish to receive the dividends. Under no circumstances should you send this information by email.
Or, - Send the above BAHT to the same postal address of the Company, by registered mail with acknowledgement of receipt, and including a letter expressing your wish to receive dividends in this account. In this case, you must provide us with a telephone number so we can contact you and verify your identity.
In order for the BAHT to be deemed valid by the Company, it must meet the following requirements:
- It must be issued by the financial entity where you own the bank account.
- The account holder must always be the same as the shareholder, except in the following cases:
- Usufruct of shares. In this case, the procedure must be carried out by the usufructuary, or their proxy, enclosing the usufruct creation document and the BAHT issued by the bank for the usufructuary.
- Co-owned shares without a bank account in the community's name. In this case, the person appointed by all the co-owners as their representative, whose appointment has been notified to the Company, must provide said BAHT.
- Co-owned shares with a bank account in the community's name. In this case, a representative of the community, duly authorized by the community agreement, must present the BAHT of the designated account.
- The bank account stated in the BAHT must be held in a Spanish bank or a Spanish branch of a foreign bank. The only exception to this requirement will be those shareholders (individual or legal entity) who are tax non-resident in Spain.
For the Company to properly manage the payment of dividends, the shareholder must deliver the BAHT to the Company on or before May 31, 2025.
In the event the BAHT is delivered through an authorized representative, they must bring the first copy (known as "authentic copy") of the public deed that authorizes them to make this delivery. For the Company to be able to verify the power of attorney, the mentioned deed must be either in Spanish or Catalan or be translated into one of these languages by a sworn translator approved by the Spanish Ministry of Foreign Affairs. If the power is granted outside of Spain, it must also be duly apostilled.
In order to arrange the personal delivery of the BAHT and to avoid you any inconvenience, the Company has enabled an appointment system.To make an appointment, please contact Mr. Àlex Galí, who will confirm your appointment date and hour in writing, through one of the following means:
- E-Mail: accionista@damm.com
- Phone: 93 290 06 29
Likewise, in order to clarify any doubts or queries you may have regarding this notice, and without prejudice to the assistance provided by telephone or email as above, you may receive personal attention at the Company's offices [Calle Rosellón num. 515, Barcelona (08025)].
In order to visit the offices for any doubts or questions, it is also necessary to request and confirm an appointment, through the same means, with Mr. Àlex Galí.
We would like to take this opportunity to thank you in advance for your cooperation.
Yours faithfully,
Mr. Ramón Agenjo i Bosch
Secretary to the Board of Directors