| 1) | Before entering upon the discharge of my duties as Inspector of Election at the Meeting, I took and signed an Oath of Inspector of Election. |
| 2) | The Meeting took place at c/ Francisco Silvela 42, 4 floor 28028 Madrid, Spain with a satellite meeting place at Great West House, GW1, 17th Floor, Great West Road, Brentford TW8 9DF, United Kingdom. |
| 3) | As of May 1, 2020, the record date for the determination of shareholders entitled to vote at the Meeting, there were 101,601,662 shares of the Company’s Common Stock, each share being entitled to one vote, constituting all of the outstanding voting securities of the Company. |
| 4) | At the Meeting, the holders of 73,911,038 shares of the Company’s Common Stock were voted, with at least two members represented in person, constituting a quorum. |
| 5) | The undersigned canvassed the votes of the shareholders cast by ballot or proxy on the matters presented at the Meeting. |
| 6) | At the Meeting, the vote on a resolution to receive the accounts and reports of the directors and auditors for the year ended 31 December 2019, was as follows: |
FOR | AGAINST | VOTE WITHHELD | BROKER NON-VOTE | |||
| 73,631,781 | 55,959 | 223,298 | 0 |
| 7) | At the Meeting, the vote to approve the directors' remuneration report, excluding the directors' remuneration policy, for the year ended 31 December 2019, was as follows: |
FOR | AGAINST | VOTE WITHHELD | BROKER NON-VOTE | |||
| 70,538,902 | 3,282,483 | 89,653 | 0 |
| 8) | At the Meeting, the vote to approve the directors' remuneration policy was as follows: |
FOR | AGAINST | VOTE WITHHELD | BROKER NON-VOTE | |||
| 65,176,545 | 8,614,159 | 120,334 | 0 |
| 9) | At the Meeting, the vote to re-elect Jackson Robinson as director was as follows: |
FOR | AGAINST | VOTE WITHHELD | BROKER NON-VOTE | |||
| 28,469,920 | 45,348,283 | 92,835 | 0 |
| 10) | At the Meeting, the vote to re-elect Andrea Brentan as director was as follows: |
FOR | AGAINST | VOTE WITHHELD | BROKER NON-VOTE | |||
| 28,604,964 | 45,215,453 | 90,621 | 0 |
| 11) | At the Meeting, the vote to re-elect Robert Dove as director was as follows: |
FOR | AGAINST | VOTE WITHHELD | BROKER NON-VOTE | |||
| 21,953,082 | 51,856,207 | 101,749 | 0 |
| 12) | At the Meeting, the vote to re-elect Francisco J. Martinez as director was as follows: |
FOR | AGAINST | VOTE WITHHELD | BROKER NON-VOTE | |||
| 30,353,510 | 43,463,303 | 94,225 | 0 |
| 13) | At the Meeting, the vote regarding the allotment of Share Capital was as follows: |
FOR | AGAINST | VOTE WITHHELD | BROKER NON-VOTE | |||
| 73,713,446 | 77,932 | 119,660 | 0 |
| 14) | At the Meeting, the vote regarding the disapplication of Pre-emption rights was as follows: |
FOR | AGAINST | VOTE WITHHELD | BROKER NON-VOTE | |||
| 55,067,017 | 18,706,074 | 137,947 | 0 |
| 15) | At the Meeting, the vote to change the Company name was as follows: |
FOR | AGAINST | VOTE WITHHELD | BROKER NON-VOTE | |||
| 73,323,389 | 70,391 | 517,258 | 0 |
| 16) | At the Meeting, the vote regarding the appropriation of Distributable Profits and Deeds of Release was as follows: |
FOR | AGAINST | VOTE WITHHELD | BROKER NON-VOTE | |||
| 72,516,638 | 399,442 | 754,696 | 0 |
/s/ Anthony Carideo |
