Turbo Energy, S.A 6-K, filed Jun 4, 2024
Turbo Energy, S.A. (TURB)
About this 6-K
Turbo Energy, S.A filed this 6-K on June 4, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of, June 2024
Commission File Number 001-41813
TURBO ENERGY, S.A.
(Translation of registrant’s name into English)
Street Isabel la Católica, 8, Door 51,
Valencia, Spain 46004
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: June 3, 2024 | Turbo Energy, S.A. | |
| By: | /s/ Mariano Soria | |
| Mariano Soria | ||
| Chief Executive Officer | ||
2
Exhibit 99.1
Time Sensitive Materials |
 |
Depositary’s Notice of
2024 Annual General Meeting of Shareholders of
TURBO ENERGY, S.A.
| ADSs: | American Depositary Shares, evidenced by American Depositary Receipts (“ADRs”). |
| ADS CUSIP No.: | 899924104.* |
| ADS Record Date: | May 23, 2024. |
| Meetings’ Specifics: | Annual General Meeting of Shareholders to be held at the Company’s controlling shareholder, Umbrella Solar Investment, S.A’s registered office: Plaza América 2, 4º AB, 46004, Valencia, Spain at 5:00 p.m. (UTC+01:00) on Tuesday, June 25, 2024 (11:00 a.m., Eastern Daylight Time, on Tuesday, June 25, 2024) on first call. And in the event that the legally required quorum is not reached, at the same time on the following day, June 26, 2024, on second call. Remote attendance at the Annual Meeting will also be permitted through a link provided by the Company to shareholders who request it at least five days in advance of the Annual Meeting. Shareholders attending the Annual Meeting remotely could not vote. They must submit their votes to the Company by mail or by proxy prior to the Annual Meeting. Shareholders can make this request by emailing invertors@turbo-e.com or by complying with the registration requirements on the Company’s website (the “Annual Meeting”). |
| Meeting Agenda: | Please refer to the Company’s Notice of Annual Meeting enclosed herewith. The Notice of Annual Meeting, Proxy Statement and latest Annual Report are available online at www.turbo-e.com. |
| ADS Voting Instructions Deadline: | On or before 10:00 A.M. (New York City time) on June 18, 2024. |
| Deposited Securities: | Ordinary Shares, par value €0.05 per share, of Turbo Energy, S.A., a company organized under the laws of the Kingdom of Spain (the “Company”). |
| ADS Ratio: | 5 Shares to 1 ADS. |
| Depositary: | Citibank, N.A. |
| Custodians of Deposited Securities: | Citibank Europe plc. |
| Deposit Agreement: | Deposit Agreement, dated as of September 26 2023, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. |
| * | ADS CUSIP No. is provided solely as a convenience and without any liability for accuracy. |
To be counted, your Voting Instructions need to be received by the Depositary prior to
10:00 A.M. (New York City time) on
June 18, 2024.
Note that if you do not timely return the Voting Instructions to the Depositary, the
Deposited Securities represented by your ADSs may nevertheless be voted upon the terms
set forth in the Deposit Agreement.
The Company has announced that the Annual Meeting will be held at the date and time identified above. The Notice of Annual Meeting, Proxy Statement and latest Annual Report are available online at www.turbo-e.com.
Holders of ADSs wishing to give voting instructions to the Depositary must sign, complete and return the enclosed Voting Instructions prior to the ADS Voting Instructions Deadline in the enclosed pre-addressed envelope.
Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Bylaws of the Company and the provisions of the Deposited Securities, to vote, cause the Custodian to vote, or give voting instructions with respect to the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions. If the Depositary does not receive voting instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (a) the Company does not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Deposited Securities may be adversely affected.
Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise contemplated in the Deposit Agreement). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions.
The information contained herein with respect to the Annual Meeting has been provided by the Company. Citibank, N.A., is forwarding this information to you solely as Depositary and in accordance with the terms of the Deposit Agreement and disclaims any responsibility with respect to the accuracy of such information. Citibank, N.A., does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Annual Meeting. The rights and obligations of Holders and Beneficial Owners of ADSs, the Company and the Depositary are set forth in their entirety in the Deposit Agreement and summarized in the ADRs. If you wish to receive a copy of the Deposit Agreement, please contact the Depositary at the number set forth below.
If you have any questions about the way in which Voting Instructions may be delivered to the Depositary, please contact Citibank, N.A. - ADR Shareholder Services at 1-877-CITI-ADR (1-877-248-4237).
Citibank, N.A., as Depositary
Exhibit 99.2
 |
TRANSLATION FROM THE SPANISH ORIGINAL FOR INFORMATIVE PURPOSES
|
TURBO ENERGY, S.A.
Call for the Ordinary General Shareholders’ Meeting
Turbo Energy, S.A. (hereinafter “Turbo”, the “Company” or the “Issuer”), pursuant to article 14 of the Company’s bylaws hereby informs the market of the following information:
By virtue of a resolution of the Board of Directors held on April 16, 2024, the Ordinary General Shareholders’ Meeting is hereby called to be held at the Company’s registered offices, Calle Isabel la Católica, 8 Oficinas 50-51, 46004 Valencia-Spain, on June 25, 2024 at 5:00 p.m. (UTC+01:00) on first call, and in the event that the legally required quorum is not reached, on the following day, June 26, 2024, on second call. It is hereby stated for the record that the meeting is expected to be held on first call.
The matters to be deliberated and voted on at this Ordinary General Shareholders’ Meeting are as follows
Agenda
| First. | Ratify to elect seven persons to the Board of Directors of the Company, each to serve until the next annual general meeting of shareholders, or until such person’s successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal. |
| Second. | Ratify the appointment of TAAD, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. |
| Third. | Assessment and, where appropriate, approval of the individual Annual Accounts (balance sheet, profit and loss account, statement of changes in equity for the year, cash flow statement and notes to the annual accounts), as well as the management report. |
| Fourth. | Examination and, where appropriate, approval of the individual Annual Accounts’ proposed results allocation. |
| Fifth. | Approval, if appropriate, of the management of the Board of Directors during the Financial Year ended 31th December 2023. |
| Sixth. | To exam and, where appropriate, approval the delegation to the Board of Directors of the power to carry out capital increases, within the limit provided for in Article 297.1.b) of the Spanish Companies Act, up to half of the share capital at the date of the authorization, within the legal period of one year from the date of this Ordinary Shareholders’ Meeting, with the possibility of carrying out the increase on one or more occasions and with the power to exclude the right of subscription in whole or in part, in accordance with the provisions of Article 506 of the Spanish Companies Act. This delegation to increase the share capital excluding subscription rights may not exceed twenty percent of the Company’s share capital. |
|
TRANSLATION FROM THE SPANISH ORIGINAL FOR INFORMATIVE PURPOSES
|
| Seventh. | To exam and, where appropriate, approval to authorize, as the case may be, the Board for a non-extendable period of one year, pursuant to the provisions of Article 319 of the Commercial Registry Regulations and 511 of the Spanish Companies Act, and on one or more occasions, to issue bonds or bonds convertible and/or exchangeable for shares of the Company, including instruments of a similar nature, convertible or exchangeable for shares of the Company, or which may directly or indirectly entitle the Board to subscribe shares of the Company, including warrants, with express powers to exclude pre-emptive subscription rights in issues, with the Board being empowered to set the conditions thereof, in accordance with the conversion bases agreed by the Shareholders’ Meeting, and to proceed with the capital increases required for their conversion, excluding the shareholders’ pre- emptive rights, provided that when exercising the delegation, the mandatory reports required by current legislation are submitted, both by the Board itself and by the Independent Auditor appointed if necessary. The maximum amount of the issues authorized under said delegation may not exceed the global amount of 60,000,000 Euros, nor may the individual issue in each case require the simultaneous approval of a capital increase of more than twenty percent of the total capital resulting therefrom. Furthermore, in the event that the pre-emptive subscription right is excluded from the issues, the maximum number of shares into which the bonds issued or instruments of a similar nature may be converted may not exceed twenty percent of the number of shares comprising the share capital at the time of the authorization. |
| Eighth. | Granting of powers for the execution and notarization of resolutions. To execute such public documents as may be necessary for the due formalization and registration in the Mercantile Registry of the resolutions adopted at this General Shareholders’ Meeting, including the correction or rectification, if necessary. |
| Ninth. | Suggestions and Questions |
| Tenth. | Reading and Approval, where appropriate, of the General Shareholders Meeting minute. |
2
|
TRANSLATION FROM THE SPANISH ORIGINAL FOR INFORMATIVE PURPOSES
|
Information right
In accordance with the provisions of the applicable regulations, as from the publication of this notice, shareholders are entitled to examine and obtain at the Company’s registered office or request that the documents submitted for approval be sent to them immediately and free of charge.
Independently of the aforementioned right to information, as from the publication of the notice of meeting, this notice of meeting will be available for consultation on the Company’s corporate website (www.turbo-e.com).
Likewise, the shareholders may request from the directors any information or clarifications they deem necessary regarding the matters included in the agenda, or submit in writing the questions they deem pertinent, up to the seventh day prior to the date scheduled for the meeting. The administrators shall provide the information in writing up to the day of the meeting.
As a result of Turbo Energy, S.A.’s status as a listed company on the National Association of Securities Dealers Automated Quotations (NASDAQ) market and for the purposes of complying with the requirements established in Article 495. 3 of the Capital Companies Act regarding the forms of communication and publicity in the foreign market, in addition to this announcement, the Issuer will send, through the corresponding additional communications, the call and other documents in English to the shareholders holding ADRs representing the Company’s shares and which are listed on said market, and all of the above, within the deadlines required under the regulations of the aforementioned market.
Right of attendance and representation
Shareholders who appear as holders in the corresponding book-entry registry at least five (5) days prior to the date on which the General Meeting is to be held may attend. For this purpose, accreditation shall be required by means of the appropriate attendance card, certificate issued by the depository entity adhered to Iberclear or by any other legally admitted form. The registration of the attendance cards shall begin one hour before the time set for the meeting.
Any shareholder entitled to attend may be represented by another person, even if such person is not a shareholder. The proxy must be conferred in writing by means of an attendance card or certificate or other accepted form and delegation duly completed and signed by the shareholder granting the proxy for each meeting. The proxy is always revocable. The personal attendance to the General Meeting of the represented shareholder shall have the value of revocation.
Remote attendance to the General Meeting will be through the link that will be provided by the Company at least five days prior to the General Meeting and send the request by e-mail to the address: shareholders@turbo-e.com or comply with the requirements established for registration on the Company’s website. In order to obtain access codes, it shall be necessary to prove the condition of shareholder by means of an attendance card issued by the depositary or Broker in which the shareholder has deposited the shares and a document accrediting the shareholder.
3
|
TRANSLATION FROM THE SPANISH ORIGINAL FOR INFORMATIVE PURPOSES
|
Right to supplement the agenda
As from the date of publication of the notice of call, shareholders representing at least the 5% of the share capital may request the publication of a supplemental notice of call, including other points on the agenda. This request shall be sent through any certifying means, to be received at the registered office within five days after publication of this notice of call. The addendum shall be published at least fifteen (15) days prior to the date of the shareholder´s meeting.
The President of the Board of Directors, Mr. Enrique Selva Bellvís in Valencia, on 24th of May 2024.
4
|
TRANSLATION FROM THE SPANISH ORIGINAL FOR INFORMATIVE PURPOSES
|
PROCEDURE FOR REMOTE ATTENDANCE THE GENERAL MEETING
TURBO ENERGY, S.A.
Attendance at the Annual Ordinary Meeting of the Company may only be made through the use of telematic means that allow connection in real time with the premises where the meeting is held (“Remote Attendance”). Remote attendance shall be possible from any device with Internet access (including cell phones and tablets).
Registration
Shareholders must be accredited before zero hours on June 18, 2024 by completing the Attendance Card to be sent to the e-mail address shareholders@turbo-e.com.
The Company shall verify the data provided by the shareholder by contrasting them with the information available to it. The Company reserves the right to request from shareholders any additional means of identification it deems necessary to verify their status as shareholders and to guarantee the authenticity of remote attendance at the General Shareholders’ Meeting.
In the event of a discrepancy between the number of shares communicated by the shareholder and the number of shares recorded in the Company’s file, the number of shares of the Company shall prevail for quorum and voting purposes.
Representation
Shareholders wishing to grant a proxy must do so prior to the General Shareholders’ Meeting through the Company’s corporate website by e-mail to the address shareholders@turbo-e.com or by postal correspondence sent to the attention of the “Shareholders’ Office” of turbo at the address at Calle Isabel la Católica, 8. Oficinas 50-51 46004 Valencia – Spain.
The shareholder may obtain the proxy card by downloading and printing it from the Company’s corporate website, by picking it up at the registered office or by requesting that it be sent free of charge to the Shareholders’ Office (telephone +34 960 450 026 / +34 601 902 576 / e-mail shareholders@turbo-e.com).
The proxy or remote voting prior to de General Shareholders’ Meeting shall only be considered valid if the status of shareholder is confirmed, verifying that the ownership and number of shares provided by each of the persons issuing their proxy or voting by remote means of communication coincide with the data in the possession of the Company.
In the case of joint ownership of shares, it shall be understood that the person who confers the representation or casts the remote vote has been appointed for the exercise of the rights of partner, if he is one of the joint owners.
The attendance at the Meeting of a shareholder who had previously granted a proxy or voted by remote means of communication (postal) shall render the proxy granted or the vote cast null and void.
In the event that a shareholder confers several proxies and/or casts several votes (by postal), the action (granting of proxy or voting) that was taken last shall prevail.
If there is no certainty as to when the shareholder conferred the proxy or cast the vote, the latter (regardless of the means used to cast it) shall prevail over the proxy. If the shareholder has cast different votes in different directions, by postal means, the vote cast last shall prevail.
In the case of shareholders who are legal entities, a photocopy of the power of attorney by virtue of which the powers of the natural person signing the proxy card or remote voting on behalf of the legal entity are accredited must be sent to the Company.
In the event that the shareholder wishes to revoke the proxy granted, he/she must contact the Company, at the Shareholders’ Office at +34 +34 960 450 026 / +34 601 902 576, before midnight on June 18, 2024.
5
|
TRANSLATION FROM THE SPANISH ORIGINAL FOR INFORMATIVE PURPOSES
|
Connection
Shareholders wishing to attend remotely must access the remote attendance platform, identifying themselves by using the camera between 4:45 p.m. and 5:00 p.m. on June 25, 2024 (if the General Meeting is held on first call) or, if applicable, between 4:45 p.m. and 5:00 p.m. on June 26, 2024 (if the General Meeting is held on second call).
Attendees will not be allowed to connect outside this time slot.
During the course of the General Meeting, shareholders attending remotely will not be allowed to vote.
If the person attending remotely has granted proxies in his or her favor, and provided that these have been received by the Company within the admitted deadlines, he or she shall be notified so that, if applicable, he or she may accept them and send voting instructions to the Secretary.
A shareholder who has registered to attend remotely and wishes to leave the General Shareholders’ Meeting by so stating to the Secretary may do so. Once he/she has communicated his/her express wish to leave the meeting, all subsequent actions shall be deemed not to have been carried out.
The remote attendance mechanisms shall be closed at the end of the General Shareholders’ Meeting or, as the case may be, when it is determined that there is not a quorum sufficient to hold the meeting.
It is the sole responsibility of the shareholder to keep the means of identification necessary to access and use the remote attendance service. In the case of a legal entity, the latter must notify any modification or revocation of the powers held by its representative and, therefore, the Company declines any liability until such notification is made.
Intervention
Shareholders who, in the exercise of their rights, intend to intervene in the Meeting and, if applicable, request information or clarifications in relation to the items on the Agenda, or make proposals in the cases permitted by law, shall state their intention to do so at the time of registration.
After this statement, and exclusively through the intervention form provided for this purpose, the attendees may formulate in writing and submit their intervention, question or proposal until the Chairman declares the Meeting to be validly constituted. Any attendee who wishes his intervention to be recorded in the Minutes of the Meeting must expressly indicate this in the text of the same.
Voting
Voting on proposals relating to items included in the Agenda may be cast as soon as the Chairman declares the Meeting to be validly constituted, provided that the attendee has registered in accordance with the procedure set forth in the preceding paragraphs.
With regard to the proposed resolutions on those matters which, by legal mandate, need not appear on the Agenda, the attendees may cast their votes from the moment indicated by the Chairman, once the proposal has been formulated and read.
The procedure set forth in the Company’s Bylaws shall be applied for voting on the proposed resolutions.
6
|
TRANSLATION FROM THE SPANISH ORIGINAL FOR INFORMATIVE PURPOSES
|
Suspension of electronic systems / Interconnection failures
The Company reserves the right to modify, suspend, cancel or restrict the mechanisms of electronic representation or voting and/or remote attendance at the Meeting when technical or security reasons so advise or impose, both for the granting of representation and the casting of votes through remote means of communication and for remote attendance at the Meeting.
Should any of these events occur, it will be announced on the Web Site. This is without prejudice to the validity of the proxies already granted, of the votes already cast and of the shareholders’ rights of attendance and representation.
The Company shall not be liable for any damages that may be caused to the shareholder due to breakdowns, overloads, line failures, connection failures, or any other eventuality of the same or a similar nature, beyond the Company’s control, that prevent the use of the electronic representation or voting mechanisms and/or remote assistance.
Therefore, such circumstances shall not constitute an illegitimate deprivation of the shareholder’s rights, without prejudice to the adoption of such measures as each situation may require, including the possible temporary suspension or extension of the Meeting if necessary to ensure the full exercise of their rights by the shareholders or their representatives.
FOR FURTHER INFORMATION, SHAREHOLDERS MAY CONTACT TURBO ENERGY’S SHAREHOLDER OFFICE BY CALLING THE NUMBER +34 960 450 026 / +34 601 902 576, FREE OF CHARGE, FROM 9:00 A.M. TO 2:00 P.M., MONDAY THROUGH FRIDAY, OR BY SENDING AN EMAIL TO: / e-mail shareholders@turbo-e.com
PROTECTION OF PERSONAL DATA
Responsible for processing: Turbo Energy, S.A. and contact address for these purposes at Calle Isabel la Católica, 8. Oficinas 50-51, 46004 Valencia – Spain or at protecciondatos@umbrellasolarinvestment.com, is responsible for the processing of personal data (among others, identification, contact, electronic signature, access credentials, relating to the condition of shareholder or shareholder’s representative, as well as, if applicable, the image and/or voice and IP address of connection in case of remote attendance) collected or generated on the occasion of the General Shareholders’ Meeting in accordance with this notice, either directly from the shareholders and representatives, or from the entities in which the shares are deposited.
Purposes of processing and basis of lawfulness: the aforementioned personal data will be processed in accordance with the General Data Protection Regulation, and other applicable regulations, and for the following purposes: (i) to manage the exercise and control of the shareholder’s rights (which includes, verification of the identity and status of the shareholder or representative, managing the registration and access in the remote assistance platform), (ii) to send information related to the shareholder’s investment, (iii) to manage the call and holding of the General Shareholders’ Meeting. The processing of personal data for the aforementioned purposes (i), (ii) and (iii) is carried out on the basis of the execution of the relationship maintained between the shareholder and Turbo Energy, S.A. and the fulfillment of the legal obligations applicable to Turbo Energy, S.A.
Recipients of personal data: The data processed by Turbo Energy, S.A. may be provided to third parties in case of obligation or legal requirement, as would be the transfer to those third parties that are duly legitimized in the exercise of the right of information provided for in the applicable regulations.
Security of the treatment and conservation period: the aforementioned personal data will be treated adopting the most demanding security measures and technical means to avoid its loss, misuse or unauthorized access, and will be conserved during the period in which the relationship between the shareholder and Turbo Energy, S.A. survives and, after that period, for 6 more years or, if applicable, for a longer period corresponding to the prescription period of any legal or contractual actions that may be applicable.
Exercise of data protection rights: the rights of access, rectification, opposition, deletion, portability, limitation of processing, as well as revocation of consent, as applicable, may be exercised by the owner of the personal data, proving their identity, by letter or email addressed to the contact address mentioned above. Additionally, it is informed that Turbo Energy, S.A. has appointed a Data Protection Delegate, with whom the interested party may contact through the e-mail protecciondatos@umbrellasolarinvestment.com to submit any claim or request related to the protection of their personal data on the occasion of the General Shareholders’ Meeting. Finally, the data subject is informed of his or her right to file a complaint with the Spanish Data Protection Agency (www.aepd.es) if he or she considers that his or her data protection rights have been violated.
Other aspects: the shareholder shall be solely responsible for the completion of the required forms with false, inaccurate, incomplete or outdated data. In the event that, in the documentation sent, the shareholder includes personal data referring to other individuals and in the event that a third party attends the General Meeting as a representative of the shareholder, the shareholder must inform them of the points contained in the preceding paragraphs and comply with any other requirements that may be applicable for the correct transfer of personal data to Turbo Energy, S.A.
7
TURBO ENERGY, S.A.
Convocatoria de Junta General Ordinaria de Accionistas.
Turbo Energy, S.A. (en adelante “Turbo”, la “Sociedad”, o el “Emisor”), de conformidad con el artículo 14 de los Estatutos Sociales de la Sociedad pone en conocimiento del mercado la siguiente información:
En virtud de acuerdo del Consejo de Administración celebrado con fecha 16 de abril de 2024, se convoca a la Junta General Ordinaria de Accionistas que se celebrará en el domicilio social, Calle Isabel la Católica, 8 Oficinas 50-51, 46004 Valencia-España, el próximo día 25 de junio de 2024 a las 17:00 horas en primera convocatoria, y en su caso, para el supuesto de no haberse alcanzado el quórum legalmente necesario, al día siguiente, 26 de junio de 2024, en segunda convocatoria. Se deja constancia de la previsión de celebración en primera convocatoria.
Los asuntos que serán objeto de deliberación y votación de esta Junta General Ordinaria de Accionistas son los que comprende el siguiente
Orden del Día
| Primero. | Ratificar el nombramiento de siete miembros del Consejo de Administración de la Sociedad, cada uno de los cuales ejercerá sus funciones hasta la próxima Junta General de Accionistas, o hasta que su sucesor sea debidamente elegido y habilitado o hasta su fallecimiento, dimisión, jubilación, inhabilitación o destitución. |
| Segundo. | Ratificar el nombramiento de TAAD, LLP como empresa de auditoría pública independiente de la empresa para el ejercicio fiscal que finaliza el 31 de diciembre de 2024. |
| Tercero. | Examen y aprobación, en su caso, de las Cuentas Anuales Individuales (Balance, Cuenta de Pérdidas y Ganancias, Estado de cambios del Patrimonio Neto, Estado de Flujos de efectivo, Informe de Gestión y Memoria), correspondiente al ejercicio 2023. |
| Cuarto. | Examen y aprobación, en su caso, de la Propuesta de Aplicación del Resultado correspondiente a las Cuentas Anuales Individuales del ejercicio 2023. |
| Quinto. | Examen y aprobación, en su caso, de la Gestión del Consejo de Administración de la Sociedad durante el ejercicio 2023. |
| Sexto. | Examen y aprobación, en su caso, de la delegación en el Consejo de Administración de la facultad para realizar ampliaciones de capital con el límite establecido en el artículo 297.1.b) de la Ley de Sociedades de Capital, hasta la mitad del capital social en la fecha de la autorización, dentro del plazo legal de un año desde la fecha de celebración de la presente Junta Ordinaria, pudiendo ejecutarse la ampliación en una o varias veces y con atribución de la facultad de excluir el derecho de suscripción preferente, total o parcialmente, conforme a lo previsto en el artículo 506 de la Ley de Sociedades de Capital. La presente delegación para aumentar el capital social con exclusión del derecho de suscripción preferente no podrá referirse a más de veinte por ciento del capital de la Sociedad. |
| Séptimo. | Examen y aprobación, en su caso, de la delegación al Consejo durante el plazo improrrogable de un año, al amparo de lo dispuesto en el artículo 319 del Reglamento del Registro Mercantil, y 511 del Texto Refundido de la Ley de Sociedades de Capital, y en una o varias veces para la emisión de bonos u obligaciones convertibles y/o canjeables por acciones de la sociedad incluyendo instrumentos de naturaleza análoga, convertibles o canjeables en acciones de la sociedad, o que puedan dar derecho, directa o indirectamente a la suscripción de acciones de la sociedad, incluyendo warrants , con expresas facultades para excluir el derecho de suscripción preferente en las emisiones, con atribución al Consejo, para fijar las condiciones de las mismas, con arreglo a las bases de conversión que se acuerde por la Junta, y a proceder a las ampliaciones de capital que exija su conversión, con exclusión del derecho preferente de los accionistas, siempre y cuando al ejercitar la delegación se proceda a los informes preceptivos que determina la legislación vigente tanto del propio Consejo como del Auditor Independiente que se designe en caso de ser necesario. La cifra máxima de las emisiones autorizadas bajo dicha delegación no podrá superar la cifra global de 60.000.000,00 de Euros, ni la emisión individual en cada caso obligar a aprobar simultáneamente una ampliación de capital de cifra superior al veinte por ciento del capital total resultante después de ella. Además, en caso de que se proceda a excluir el derecho de suscripción preferente de las emisiones, el número máximo de acciones en que puedan convertirse las obligaciones emitidas o instrumentos de naturaleza análoga, no podrá exceder del veinte por ciento del número de acciones integrantes del capital social en el momento de la autorización. |
| Octavo. | Concesión de facultades para la ejecución y protocolización de acuerdos. proceder al otorgamiento de cuantos documentos públicos sean necesarios para la debida formalización e inscripción en el Registro Mercantil de los acuerdos adoptados en la presente Junta General de Accionistas, incluso de subsanación o rectificación, si ello fuera preciso. |
| Noveno. | Ruegos y preguntas |
| Décimo. | Lectura y, en su caso, aprobación del acta de la Junta. |
8
Derecho de información
De conformidad con lo dispuesto en la normativa aplicable, a partir de la publicación del presente anuncio los accionistas tienen derecho a examinar y obtener en el domicilio social de la Sociedad o solicitar que le sean remitidos de forma inmediata y gratuita los documentos sometidos a aprobación.
Con independencia del derecho de información anteriormente indicado, a partir de la publicación del anuncio de convocatoria estarán disponibles para su consulta en la página web corporativa de la Compañía (www.turbo-e.com) el presente anuncio de convocatoria.
Asimismo, los accionistas podrán solicitar de los administradores acerca de los asuntos comprendidos en el orden del día las informaciones o aclaraciones que estimen precisas o formular por escrito las preguntas que consideren pertinentes hasta el séptimo día anterior al previsto para la celebración de la junta. Los administradores facilitarán la información por escrito hasta el día de la celebración de la junta.
Derivado de la condición de sociedad cotizada de Turbo Energy, S.A. en el mercado National Association of Securities Dealers Automated Quotations (NASDAQ) y a los efectos del cumplimiento de los requisitos establecidos en el artículo 495.3 de la Ley de Sociedades de Capital en cuanto a formas de comunicación y publicidad en el mercado extranjero, además del presente anuncio, el Emisor llevará a cabo, a través de las correspondientes comunicaciones adicionales, el envío de la convocatoria y resto de documentos en lengua inglesa a los accionistas titulares de ADRs representativos de las acciones de la Sociedad y que cotizan en dicho mercado.y todo ello, dentro de los plazos requeridos bajo normativa del citado mercado.
Derecho de asistencia y representación
Podrán asistir los accionistas que figuren como titulares en el correspondiente registro contable de anotaciones en cuenta con cinco (5) días de antelación, al menos, a aquél en que haya de celebrarse la junta general. Para ello será necesario su acreditación mediante la oportuna tarjeta de asistencia, certificado expedido por la entidad depositaria adherida a Iberclear o por cualquier otra forma legalmente admitida. El registro de las tarjetas de asistencia comenzará una hora antes de la señalada para la junta.
Todo accionista que tenga derecho de asistencia podrá hacerse representar por otra persona, aunque ésta no sea accionista. La representación deberá conferirse por escrito mediante la remisión de la tarjeta de asistencia o certificado u otra forma admitida y delegación debidamente cumplimentada y firmada por el accionista que otorga la representación con carácter especial para cada junta. La representación es siempre revocable. La asistencia personal a la Junta General del representado tendrá valor de revocación.
La Asistencia Remota a la Junta General será a través del enlace que será facilitado por la Sociedad con una antelación mínima a cinco días a la celebración de la Junta General y remitan su solicitud mediante correo electrónico dirigido a la dirección: shareholders@turbo-e.com o cumplan los requisitos establecidos de registro en la página web de la Sociedad. Para la obtención de claves de acceso será necesario acreditar la condición de accionista mediante remisión de tarjeta de asistencia emitida por el depositario o Broker en el que el accionista tenga depositadas las acciones y documento acreditativo del accionista.
9
Complemento al Orden del Día
A partir de la convocatoria aquellos accionistas que representen al menos un 5 % del capital social podrán solicitar que se publique un complemento a la convocatoria incluyendo puntos adicionales en el orden del día. Este derecho deberá ejercitarse mediante notificación fehaciente que deberá recibirse en el domicilio social dentro de los cinco (5) días siguientes a la publicación de la convocatoria. El complemento se publicará como mínimo con quince (15) días de antelación a la fecha establecida para la reunión de la junta.
El Presidente del Consejo de Administración, D. Enrique Selva Bellvís
Valencia, 24 de mayo de 2024.
10
PROCEDIMIENTO PARA LA ASISTENCIA A LA JUNTA GENERAL
La asistencia a la Junta únicamente podrá realizarse mediante el empleo de medios telemáticos que permitan la conexión en tiempo real con el local donde se halle constituida la mesa (“Asistencia Remota”). La asistencia remota será posible desde cualquier dispositivo con acceso a Internet (incluidos móviles y tabletas).
Registro
Los accionistas deberán acreditarse antes de las cero horas del día 18 de junio de 2024 mediante el cumplimiento de la Tarjeta de Asistencia que se deberá remitir al correo electrónico shareholders@turbo-e.com.
La Sociedad verificará los datos facilitados por el accionista contrastándolos con la información de que disponga. La Sociedad se reserva el derecho de solicitar a los accionistas los medios de identificación adicionales que considere necesarios para comprobar su condición de accionistas y garantizar la autenticidad de la asistencia remota a la Junta General de Accionistas.
En caso de divergencia entre el número de acciones comunicado por el accionista y el que conste en el fichero de la Sociedad, prevalecerá, a efectos de quórum y votación, el número de acciones de la Sociedad.
Representación
Los accionistas que deseen otorgar su representación deberán hacerlo con anterioridad a la celebración de la Junta General de Accionistas a través del correo electrónico shareholders@turbo-e.com o mediante correspondencia postal remitida a la atención de la “Oficina del Accionista”, Turbo Energy S.A. con dirección Isabel la Católica, 8 Oficinas 50-51, 46004 Valencia.
El accionista podrá obtener la tarjeta de representación mediante su solicitud a la entidad en que tenga depositadas sus acciones. Para resolver incidencias podrán contactar con la Oficina del Accionista (teléfonos +34 960 450 026 / +34 601 902 576 / e-mail shareholders@turbo- e.com).
11
La representación o el voto a distancia con carácter previo a la Junta sólo se considerarán válidos si se confirma la condición de accionista, comprobando que la titularidad y el número de acciones que proporcione cada una de las personas que emitan su representación o voto por medios de comunicación a distancia coinciden con los datos en poder de la Sociedad.
En caso de copropiedad de acciones, se entenderá que quien confiere la representación o emite el voto ha sido designado para el ejercicio de los derechos de socio, si es uno de los copropietarios.
La asistencia a la Junta del accionista que previamente hubiera conferido su representación o votado a través de medios de comunicación a distancia (postales) dejará sin efecto la representación conferida o el voto emitido.
En caso de que un accionista confiera varias representaciones y/o emita varios votos ( de forma postal) prevalecerá la actuación (otorgamiento de representación o votación) que haya sido realizada en último término.
De no existir certeza sobre el momento en que el accionista confirió la representación o emitió el voto, este último (con independencia de cuál sea el medio utilizado para su emisión) prevalecerá sobre la representación. Si el accionista hubiera realizado distintas votaciones en diferente sentido, por medios postales, prevalecerá aquella votación que se haya realizado en último término.
En el caso de accionistas personas jurídicas, se deberá remitir a la Sociedad fotocopia del poder bastante en virtud del cual se acreditan las facultades de la persona física que firma la tarjeta de representación o votación a distancia en nombre de la entidad jurídica.
En caso de querer revocar la representación otorgada, el accionista deberá ponerse en contacto con la Sociedad, en la Oficina del Accionista a través del teléfono +34 960 450 026 / +34 601 902 576, antes de las veinticuatro horas del día 18 de junio de 2024.
Conexión
Los accionistas que deseen asistir a distancia deberán acceder a la plataforma de teleasistencia, identificándose mediante el uso de la cámara entre las 16:45. y las 17:00. del día 25 de junio de 2024 (si la Junta General se celebra en primera convocatoria) o, en su caso, entre las 16:45 y las 17:00 del día 26 de 2024 (si la Junta General se celebra en segunda convocatoria).
No se admitirá la conexión de asistentes fuera de esta franja horaria.
Durante el desarrollo de la Junta General, no se permitirá el voto a los accionistas que asistan de manera remota.
Si la persona que asiste remotamente tuviera conferidas delegaciones en su favor, y siempre que éstas se hubieran recibido por la Sociedad dentro de los plazos admitidos, se le comunicarán para que, en su caso, las acepte y remita instrucciones de voto al Sr. Secretario.
El accionista que se haya registrado para asistir remotamente y desee abandonar la Junta General de Accionistas haciéndolo constar ante el Secretario podrá hacerlo. Una vez haya comunicado su voluntad expresa de abandonar la reunión, se tendrán por no realizadas todas las actuaciones que efectúe con posterioridad.
Los mecanismos de asistencia remota se cerrarán al finalizar la Junta General o, en su caso, al constatarse la inexistencia de quórum suficiente para la celebración de la reunión.
Es responsabilidad exclusiva del accionista la custodia de los medios de identificación necesarios para acceder y utilizar el servicio de asistencia remota. En caso de que se trate de una persona jurídica, ésta deberá comunicar cualquier modificación o revocación en las facultades que ostente su representante y, por tanto, la Sociedad declina cualquier responsabilidad hasta que se produzca dicha notificación.
12
Intervención
Los accionistas que, en ejercicio de sus derechos, pretendan intervenir en la Junta y, en su caso, solicitar informaciones o aclaraciones en relación con los puntos del Orden del Día, o realizar propuestas en los casos permitidos por la Ley, manifestarán su intención de hacerlo en el momento de su registro.
Tras esa manifestación, y exclusivamente a través del formulario de intervenciones habilitado al efecto, los asistentes podrán formular por escrito y remitir su intervención, pregunta o propuesta hasta que el Presidente declare válidamente constituida la Junta. El asistente que desee que su intervención conste en el Acta de la Junta habrá de indicarlo expresamente en el texto de aquélla.
Votaciones
La emisión del voto sobre las propuestas relativas a puntos comprendidos en el Orden del Día podrá realizarse desde el momento en que el Presidente declare la válida constitución de la Junta, y siempre que el asistente se haya registrado según el procedimiento previsto en los apartados anteriores.
En cuanto a las propuestas de acuerdos sobre aquellos asuntos que, por mandato legal, no sea necesario que figuren en el Orden del Día, los asistentes podrán emitir sus votos a partir del momento en que señale el Presidente, una vez formulada y leída la propuesta.
Para la votación de las propuestas de acuerdos se aplicará el procedimiento previsto en los Estatutos Sociales.
Suspensión de los sistemas electrónicos / Fallos de interconexión
Tanto para el otorgamiento de la representación como para la asistencia remota a la Junta, la Sociedad se reserva el derecho a modificar, suspender, cancelar o restringir los mecanismos de representación o voto electrónicos y/o de asistencia remota cuando razones técnicas o de seguridad así lo aconsejen o impongan.
Si ocurriera alguno de estos supuestos, se anunciará en el Sitio Web. Todo ello sin perjuicio de la validez de las representaciones ya conferidas, de los votos ya emitidos y de los derechos de asistencia y representación de los accionistas.
La Sociedad no será responsable de los perjuicios que pudieran ocasionarse al accionista por averías, sobrecargas, caídas de líneas, fallos en la conexión, o cualquier otra eventualidad de igual o similar índole, ajenas a la voluntad de la Sociedad, que impidan la utilización de los mecanismos de representación o voto electrónicos y/o de asistencia remota.
Por tanto, esas circunstancias no constituirán una privación ilegítima de los derechos del accionista, sin perjuicio de que se adopten las medidas que cada situación requiera, entre ellas, la eventual suspensión temporal o prórroga de la Junta si ello fuese preciso para garantizar el pleno ejercicio de sus derechos por los accionistas o sus representantes.
PARA CUALQUIER INFORMACIÓN ADICIONAL QUE PRECISEN, LOS ACCIONISTAS PODRÁN PONERSE EN CONTACTO CON LA OFICINA DEL ACCIONISTA DE TURBO ENERGY S.A., LLAMANDO A LOS TELÉFONOS GRATUITOS NÚMERO +34 960 450 026 / +34 601 902 576, DE 9 a 14 HORAS, DE LUNES A VIERNES, O ENVIANDO UN CORREO ELECTRÓNICO A: shareholders@turbo-e.com
13
PROTECCION DE DATOS PERSONALES
Responsable del tratamiento: Turbo Energy S.A. y dirección de contacto a estos efectos en Plaza de Isabel la Católica, 8 Oficinas 50-51, 46004 Valencia o en protecciondatos@umbrellasolarinvestment.com, es la responsable del tratamiento de los datos personales (entre otros, identificativos, de contacto, firma electrónica, credenciales de acceso, relativos a la condición de accionista o de representante de éste, así como, en su caso, la imagen y/o voz y dirección IP de conexión en caso de asistencia remota) recabados o generados con motivo de la Junta General de Accionistas de conformidad a este anuncio, ya sea directamente de los accionistas y representantes, o de las entidades en las que se tengan depositadas las acciones.
Finalidades del tratamiento y bases de licitud: los citados datos personales serán tratados de conformidad con el Reglamento General de Protección de Datos, y demás normativa aplicable, y con las siguientes finalidades: (i) gestionar el ejercicio y control de los derechos del accionista (lo cual incluye, la verificación de la identidad y condición del accionista o representante, gestionar el registro y acceso en la plataforma de asistencia remota), (ii) remitir la información relacionada con la inversión del accionista, (iii) gestionar la convocatoria y celebración de la Junta General de Accionistas. El tratamiento de los datos personales para las citadas finalidades (i), (ii) y (iii) se lleva a cabo sobre la base de la ejecución de la relación mantenida entre el accionista y Turbo Energy S.A., y del cumplimiento de las obligaciones legales aplicables a Turbo Energy S.A.
Destinatarios de los datos personales: Los datos tratados por Turbo Energy S.A. podrán ser facilitados a terceros en caso de obligación o requerimiento legal, como sería la cesión a aquellos terceros que estén debidamente legitimados en el ejercicio del derecho de información previsto en la normativa aplicable.
Seguridad del tratamiento y plazo de conservación: los citados datos personales serán tratados adoptándose las más exigentes medidas de seguridad y medios técnicos para evitar su pérdida, mal uso o su acceso no autorizado, y conservándose durante el plazo en que perviva la relación mantenida entre el accionista y Turbo Energy S.A. y, superado ese plazo, durante 6 años más o, en su caso, durante un plazo superior correspondiente al plazo de prescripción de cualesquiera acciones legales o contractuales que resulten de aplicación.
Ejercicio de derechos de protección de datos: los derechos de acceso, rectificación, oposición, supresión, portabilidad, limitación del tratamiento, así como revocación del consentimiento, según sean de aplicación, podrán ejercitarse por el titular de los datos personales, acreditando su identidad, mediante carta o correo electrónico dirigido a la dirección de contacto antes mencionada. Adicionalmente, se informa que Turbo Energy S.A. ha designado un Delegado de Protección de Datos, con el que el interesado podrá contactar a través del correo electrónico protecciondatos@umbrellasolarinvestment.com para presentar cualquier reclamación o solicitud relacionada con la protección de sus datos personales con motivo de la Junta General de Accionistas. Por último, se informa al interesado de su derecho a presentar una reclamación ante la Agencia Española de Protección de Datos (www.aepd.es) si considera que se han vulnerado sus derechos de protección de datos.
Otros aspectos: el accionista será el único responsable de la cumplimentación de los formularios que se le requieran con datos falsos, inexactos, incompletos o no actualizados. En caso de que, en la documentación remitida, el accionista incluya datos personales referentes a otras personas físicas y en el caso de que un tercero asista a la Junta General como representante del accionista, el accionista deberá informarles de los extremos contenidos en los párrafos anteriores y cumplir con cualesquiera otros requisitos que pudieran ser de aplicación para la correcta cesión de los datos personales a Turbo Energy S.A.
14
Exhibit 99.3
Street Isabel la Católica, 8, Door 51,
Valencia, Spain 46004
+34 961 196 250
NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held on June 25, 2024
To the Shareholders of TURBO ENERGY, S.A.:
Notice is hereby given that the 2024 Annual General Meeting of Shareholders (the “Annual Meeting”) of Turbo Energy, S.A., a corporation with limited liability organized under the laws of the Kingdom of Spain (the “Company,” “we,” “us” or “our”) will be held at the Company’s controlling shareholder, Umbrella Solar Investment, S.A.’s registered office: Plaza América 2, 4º AB, 46004, Valencia at 5:00 p.m. (UTC+01:00) on Tuesday, June 25, 2024 (11:00 a.m., Eastern Daylight Time, on Tuesday, June 25, 2024) on first call. And in the event that the legally required quorum is not reached, at the same time on the following day, June 26, 2024, on second call. Remote attendance at the Annual Meeting will also be permitted through a link provided by the Company to shareholders who request it at least five days in advance of the Annual Meeting. Shareholders attending the Annual Meeting remotely could not vote. They must submit their votes to the Company by mail or by proxy prior to the Annual Meeting. Shareholders can make this request by emailing invertors@turbo-e.com or by complying with the registration requirements on the Company’s website.
The Annual Meeting is held for the following purposes:
| 1. | To elect seven persons to the Board of Directors of the Company, each to serve until the next annual general meeting of shareholders, or until such person’s successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal; |
| 2. | To ratify the appointment of TAAD, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; | |
| 3. | To assess and, where appropriate, approval of the individual annual accounts (balance sheet, profit and loss account, statement of changes in equity for the year, cash flow statement and notes to the annual accounts), as well as the management report, as required under the Spanish law; | |
| 4. | To exam and, where appropriate, approval of the individual annual accounts’ proposed results allocation, as required under the Spanish law; | |
| 5. | To exam and, where appropriate, approval of the management of the Company by the Board of Directors (the Board”) for the fiscal year ended December 31, 2023, as required under the Spanish law; | |
| 6. | To exam and, where appropriate, approval the delegation to the Board of the power to carry out capital increases, within the limit provided for in Article 297.1.b of the Spanish Companies Act, up to half of the share capital at the date of the authorization, within the legal period of one year from the date of this Annual Meeting, with the possibility of carrying out the increase on one or more occasions and with the power to exclude the right of subscription in whole or in part, in accordance with the provisions of Article 506 of the Spanish Companies Act. This delegation to increase the share capital excluding subscription rights may not exceed twenty percent of the Company’s share capital. |
| 7. | To exam and, where appropriate, approval to authorize, as the case may be, the Board for a non-extendable period of one year, pursuant to the provisions of Article 319 of the Commercial Registry Regulations and 511 of the Spanish Companies Act, and on one or more occasions, to issue bonds or bonds convertible and/or exchangeable for shares of the Company, including instruments of a similar nature, convertible or exchangeable for shares of the Company, or which may directly or indirectly entitle the Board to subscribe shares of the Company, including warrants, with express powers to exclude pre-emptive subscription rights in issues, with the Board being empowered to set the conditions thereof, in accordance with the conversion bases agreed by the shareholders’ meeting, and to proceed with the capital increases required for their conversion, excluding the shareholders’ pre-emptive rights, provided that when exercising the delegation, the mandatory reports required by current legislation are submitted, both by the Board itself and by the Independent Auditor appointed if necessary. The maximum amount of the issues authorized under said delegation may not exceed the global amount of 60,000,000 Euros, nor may the individual issue in each case require the simultaneous approval of a capital increase of more than twenty percent of the total capital resulting therefrom. Furthermore, in the event that the pre-emptive subscription right is excluded from the issues, the maximum number of shares into which the bonds issued or instruments of a similar nature may be converted may not exceed twenty percent of the number of shares comprising the share capital at the time of the authorization; and | |
| 8. | Granting of powers for the execution and notarization of resolutions. To execute such public documents as may be necessary for the due formalization and registration in the Mercantile Registry of the resolutions adopted at this Annual Meeting, including the correction or rectification, if necessary. |
The foregoing items of business are more fully described in the proxy statement accompanying this Notice. We are not aware of any other business to come before the Annual Meeting.
Shareholders who hold our ordinary shares and whose shares have been registered in the appropriate stock ledger five (5) days prior to the date of our Annual Meeting, are entitled to notice and to vote at the Annual Meeting and any adjournment or postponement thereof, pursuant to Spanish law.
Holders of record of our American Depositary Shares (the “ADSs”) as of the close of business on Thursday, May 23, 2024 (Eastern Daylight Time), who wish to exercise their voting rights for the underlying ordinary shares must give voting instructions to Citibank, N.A., the depositary of the ADSs. Please note that holders of ADSs are not entitled to attend the Annual Meeting.
It is important that your shares are represented at the Annual Meeting. We urge you to review the attached Proxy Statement and, whether or not you plan to attend the Annual Meeting in person, please vote your shares promptly by mail your proxy or voter instructions, please complete, sign, date, and return your proxy or vote instruction form in the pre-addressed envelope provided, which requires no additional postage if mailed in the United States. You may revoke your vote by submitting a subsequent vote by mail before the Annual Meeting, or by voting in person at the Annual Meeting. ADS holders are urged to complete, sign, date and return their ADS voting instructions to Citibank, N.A.
If you plan to attend the Annual Meeting, please notify us of your intentions. This will assist us with meeting preparations. If your shares are not registered in your own name and you would like to attend the Annual Meeting, please follow the instructions contained in the proxy materials that are being mailed to you and any other information forwarded to you by your broker, trust, bank, or other holder of record to obtain a valid proxy from it. This will enable you to gain admission to the Annual Meeting and vote in person.
| By Order of the Board of Directors, | |
| /s/ Enrique Selva Bellvis | |
| May 31, 2024 | Enrique Selva Bellvis |
| Chairman of the Board |
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR
THE Annual Meeting of shareholders
TO BE HELD ON JUNE 25, 2024
This Notice, Proxy Statement and our Annual Report for fiscal year ended December 31, 2023, are available online at www.turbo-e.com.
In accordance with the provisions of the applicable regulations, as from the publication of this notice, shareholders are entitled to examine and obtain at the Company’s registered office or request that the documents submitted for approval be sent to them immediately and free of charge.
According to Spanish corporate law, the shareholders may request from the directors any information or clarifications they deem necessary regarding the matters included in the proxy statement, or submit in writing the questions they deem pertinent, up to the seventh day prior to the date scheduled for the meeting. The administrators shall provide the information in writing up to the day of the meeting.
TABLE OF CONTENTS
i
ii
TURBO ENERGY, S.A.
Street Isabel la Católica, 8, Door 51
Valencia, Spain 46004
+34 961 196 250
__________
PROXY STATEMENT
__________
This Proxy Statement and the accompanying proxy are being furnished with respect to the solicitation of proxies by the Board of Directors of Turbo Energy, S.A., a corporation with limited liability organized under the laws of the Kingdom of Spain (the “Company,” “we,” “us” or “our”), for the 2024 Annual General Meeting of shareholders (the “Annual Meeting”). The Annual Meeting is to be held at the Company’s controlling shareholder, Umbrella Solar Investment, S.A.’s register office: Plaza América 2, 4º AB, 46004, Valencia at 5:00 p.m. (UTC+01:00) on Tuesday, June 25, 2024 (11:00 a.m., Eastern Daylight Time, on Tuesday, June 25, 2024) on first call. And in the event that the legally required quorum is not reached, at the same time on the following day, June 26, 2024, on second call. Remote attendance at the Annual Meeting will also be permitted through a link provided by the Company to shareholders who request it at least five days in advance of the Annual Meeting. Shareholders attending the Annual Meeting remotely could not vote. They must submit their votes to the Company by mail or by proxy prior to the Annual Meeting. Shareholders can make this request by emailing invertors@turbo-e.com or by complying with the registration requirements on the Company’s website.
We will send or make these proxy materials available to shareholders on or about May 31, 2024.
The purposes of the Annual Meeting are to seek shareholder approval of the following proposals:
| 1. | To elect seven persons to the Board of Directors of the Company, each to serve until the next annual general meeting of shareholders, or until such person’s successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal; |
| 2. | To ratify the appointment of TAAD, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; | |
| 3. | To assess and, where appropriate, approval of the individual annual accounts (balance sheet, profit and loss account, statement of changes in equity for the year, cash flow statement and notes to the annual accounts), as well as the management report, as required under the Spanish law; | |
| 4. | To exam and, where appropriate, approval of the individual annual accounts’ proposed results allocation, as required under the Spanish law; | |
| 5. | To exam and, where appropriate, approval of the management of the Company by the Board of Directors (the Board”) for the fiscal year ended December 31, 2023, as required under the Spanish law; | |
| 6. | To exam and, where appropriate, approval the delegation to the Board of the power to carry out capital increases, within the limit provided for in Article 297.1.b of the Spanish Companies Act, up to half of the share capital at the date of the authorization, within the legal period of one year from the date of this Annual Meeting, with the possibility of carrying out the increase on one or more occasions and with the power to exclude the right of subscription in whole or in part, in accordance with the provisions of Article 506 of the Spanish Companies Act. This delegation to increase the share capital excluding subscription rights may not exceed twenty percent of the Company’s share capital. |
1
| 7. | To exam and, where appropriate, approval to authorize, as the case may be, the Board for a non-extendable period of one year, pursuant to the provisions of Article 319 of the Commercial Registry Regulations and 511 of the Spanish Companies Act, and on one or more occasions, to issue bonds or bonds convertible and/or exchangeable for shares of the Company, including instruments of a similar nature, convertible or exchangeable for shares of the Company, or which may directly or indirectly entitle the Board to subscribe shares of the Company, including warrants, with express powers to exclude pre-emptive subscription rights in issues, with the Board being empowered to set the conditions thereof, in accordance with the conversion bases agreed by the shareholders’ meeting, and to proceed with the capital increases required for their conversion, excluding the shareholders’ pre-emptive rights, provided that when exercising the delegation, the mandatory reports required by current legislation are submitted, both by the Board itself and by the Independent Auditor appointed if necessary. The maximum amount of the issues authorized under said delegation may not exceed the global amount of 60,000,000 Euros, nor may the individual issue in each case require the simultaneous approval of a capital increase of more than twenty percent of the total capital resulting therefrom. Furthermore, in the event that the pre-emptive subscription right is excluded from the issues, the maximum number of shares into which the bonds issued or instruments of a similar nature may be converted may not exceed twenty percent of the number of shares comprising the share capital at the time of the authorization; and | |
| 8. | Granting of powers for the execution and notarization of resolutions. To execute such public documents as may be necessary for the due formalization and registration in the Mercantile Registry of the resolutions adopted at this Annual Meeting, including the correction or rectification, if necessary. |
The Board recommends a vote FOR each proposal.
Will there be any other items of business on the agenda?
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be brought before the Annual Meeting or at any postponement or adjournment of the Annual Meeting. Those persons intend to vote that proxy in accordance with their judgment. If for any reason any of the nominees are not available as candidates for director, and our Board has not determined or reduced the authorized maximum number of directors on our Board, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.
Who is entitled to vote at the Annual Meeting?
Shareholders who own our Ordinary Shares
Shareholders who appear as holders in the corresponding book-entry registry at least five (5) days prior to the date of our Annual Meeting, are entitled to notice and to vote at the Annual Meeting and any adjournment or postponement thereof, pursuant to Spanish law. For this purpose, accreditation will be required by means of the appropriate attendance card, a certificate issued by the depository institution adhered to Iberclear or by any other legally accepted means. The registration of attendance shall commence one hour before the scheduled time of the Annual Meeting.
Any shareholder entitled to attend may be represented by a proxy, who need not be a shareholder. The proxy must be conferred in writing by means of an attendance card or certificate or other accepted form and delegation duly completed and signed by the shareholder granting the proxy for each meeting. The proxy is revocable. The personal attendance to the Annual Meeting of the represented shareholder shall have the value of revocation.
2
Remote attendance at the Annual Meeting will be available through a link provided by the Company at least five days prior to the Annual Meeting. Shareholders can request access by emailing invertors@turbo-e.com or by meeting the registration requirements on the Company’s website. To obtain access codes, shareholders must provide proof of their shareholder status, including an attendance card issued by the depositary or broker where the shares are held, along with a supporting document.
Shareholders attending the Annual Meeting remotely could not vote. They must submit their votes to the Company by mail or by proxy prior to the Annual Meeting.
Shareholder of Record: Shares Registered in Your Name
If on the Record Date your shares were registered directly in your name with the Company, then you are a shareholder of record. As a shareholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, to ensure your vote is counted, we encourage you to vote by filling out and returning the enclosed proxy card.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on the Record Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. Your broker will not be able to vote your shares unless your broker receives specific voting instructions from you. We strongly encourage you to vote.
Holders of our American Depositary Shares (“ADSs”)
ADS holders are not permitted to attend the Annual Meeting. If you are a holder of record of our ADSs as of the close of business on Thursday, May 23, 2024 (Eastern Daylight Time), you may exercise your right to vote by completing and submitting the ADS voting card which will be sent, or made available, to you by Citibank, N.A. If your ADSs are held in an account at a brokerage firm, bank, nominee or similar organization, you should follow the directions provided by your broker, bank or other nominee. All ADS voting cards, however submitted, must be received by Citibank, N.A. no later than 10:00 a.m. (Eastern Daylight Time) on June 18, 2024.
Does a shareholder have the right to supplement the agenda?
As of the date of publication of the notice of the call, shareholders representing at least 5% of the share capital may request the publication of a supplemental notice of call, including additional points on the agenda. This request must be sent through any certifying means and received at the registered office of the Company within five days after the publication of this notice of call. The addendum shall be published at least fifteen (15) days prior to the date of the shareholder’s meeting.
What is the Procedure for Remote Attendance of the Annual Meeting?
Registration
Shareholders who hold our ordinary shares and choose to attend the Annual Meeting remotely must first register on the Company’s corporate website. To do so, they must be accredited before midnight (Central European Time) on Tuesday, June 18, 2024, by completing a verification form that will be made available to shareholders on the Company’s website and sending it to the email address shareholders@turbo-e.com.
The Company shall verify the data provided by the shareholder by contrasting them with the information available to it. The Company reserves the right to request from shareholders any additional means of identification it deems necessary to verify their status as shareholders and to guarantee the authenticity of remote attendance at the Annual Meeting.
3
If there is a discrepancy between the number of shares communicated by the shareholder and the number recorded in the Company’s files, the number of shares the Company has on record shall prevail for quorum and voting purposes.
If you are an ADS holder, please note that you will not be able to attend (in-person or virtually) or cast votes at the Annual Meeting. In order to vote your ADSs, you should complete and submit the ADS voting card in accordance with the instructions set out above.
Representation
Shareholders wishing to grant a proxy must do so prior to the Annual Meeting through the Company’s corporate website or by e-mail to the address shareholders@turbo-e.com or by postal correspondence sent to the attention of the “Shareholders’ Office” of the Company at the address at Calle Isabel la Católica, 8. Office, 50-51 46004 Valencia – Spain.
The shareholder may obtain the proxy card by downloading and printing it from the Company’s corporate website, by picking it up at the registered office or by requesting that it be sent free of charge to the Shareholders’ Office (telephone +34 960 450 026 / e-mail shareholders@turbo-e.com.
The remote attendance shall only be considered valid if the status of shareholder is confirmed, verifying that the ownership and number of shares provided by each of the persons issuing their proxy or voting by remote means of communication coincide with the data in the possession of the Company.
In the case of joint ownership of shares, it shall be understood that the person who confers the representation or casts the remote vote has been appointed for the exercise of the rights of partner, if he is one of the joint owners.
The attendance at the Annual Meeting of a shareholder who had previously granted a proxy or voted by remote means of communication (such as postal) shall render the proxy granted or the vote cast null and void.
In the event that a shareholder confers several proxies and/or casts several votes (by mail), the action (granting of proxy or voting) that was taken last shall prevail.
If there is no certainty as to when the shareholder conferred the proxy or cast the vote, the latter (regardless of the means used to cast it) shall prevail over the proxy. If the shareholder has cast different votes in different directions, such as by postal, the vote cast last shall prevail.
In the case of shareholders who are legal entities, a photocopy of the power of attorney by virtue of which the powers of the natural person signing the proxy card must be sent to the Company.
In the event that the shareholder wishes to revoke the proxy granted, he/she must contact the Company, at the Shareholders’ Office at +34 960 450 026, before midnight on June 18, 2024.
Connection
Shareholders wishing to attend remotely must access the remote attendance platform, identifying themselves by using the camera between 4:45 p.m. and 5:00 p.m. (Central European Time) on June 25, 2024 (if the Annual Meeting is held on first call) or, if applicable, between 4:45 p.m. and 5:00 p.m. (Central European Time) on June 26, 2024 (if the Annual Meeting is held on second call).
Attendees will not be allowed to connect outside this time slot.
If the person attending remotely has granted proxies in his or her favor, and provided that these have been received by the Company within the admitted deadlines, he or she shall be notified so that, if applicable, he or she may accept them and send voting instructions to the secretary of the Annual Meeting.
A shareholder who has registered to attend remotely and wishes to leave the Annual Meeting may do so by stating their intention to the secretary of the Annual Meeting. Once they have communicated their express wish to leave the meeting, all subsequent actions shall be deemed not to have occurred.
4
The remote attendance mechanisms shall be closed at the end of the Annual Meeting or, as the case may be, when it is determined that there is not a quorum sufficient to hold the meeting.
It is the sole responsibility of the shareholder to keep the means of identification necessary to access and use the remote attendance service. In the case of a legal entity, the latter must notify any modification or revocation of the powers held by its representative and, therefore, the Company declines any liability until such notification is made.
Intervention
Shareholders who, in the exercise of their rights, intend to intervene in the Annual Meeting and, if applicable, request information or clarifications in relation to the items on the agenda, or make proposals in the cases permitted by Spanish law, shall state their intention to do so at the time of registration.
After this statement, and exclusively through the intervention form provided for this purpose, the attendees may formulate in writing and submit their intervention, question or proposal until the Chairman declares the Annual Meeting to be validly constituted. Any attendee who wishes his intervention to be recorded in the minutes of the Annual Meeting must expressly indicate this in the text of the same.
Voting
Voting on proposals relating to items included in this proxy statement may be cast as soon as the Chairman declares the Annual Meeting to be validly constituted, provided that the attendee has registered in accordance with the procedure set forth in the preceding paragraphs.
With regard to the proposed resolutions on those matters which, by legal mandate, need not appear on the proxy statement, the attendees may cast their votes from the moment indicated by the Chairman, once the proposal has been formulated and read.
The procedure set forth in the Company’s Bylaws shall be applied for voting on the proposed resolutions.
Suspension of electronic systems / Interconnection failures
The Company reserves the right to modify, suspend, cancel or restrict the mechanisms of electronic representation or remote attendance at the Annual Meeting when technical or security reasons so advise or impose, for the granting of representation through remote means of communication and for remote attendance at the Meeting.
Should any of these events occur, it will be announced on the Company’s website. This is without prejudice to the validity of the proxies already granted, of the votes already cast and of the shareholders’ rights of attendance and representation.
The Company shall not be liable for any damages that may be caused to the shareholder due to breakdowns, overloads, line failures, connection failures, or any other eventuality of the same or a similar nature, beyond the Company’s control, that prevent the use of the electronic representation or voting mechanisms and/or remote assistance.
Therefore, such circumstances shall not constitute an illegitimate deprivation of the shareholder’s rights, without prejudice to the adoption of such measures as each situation may require, including the possible temporary suspension or extension of the Meeting if necessary to ensure the full exercise of their rights by the shareholders or their representatives.
What is the Official Language of the Annual Meeting?
The Annual Meeting will be held in Spanish. Translation into English will be facilitated only to the shareholders attending on remote and on previous request.
What constitutes a quorum and how will votes be counted?
The quorum for our Annual Meeting is comprised of shareholders entitled to vote and present in person or by proxy, representing no less than fifty percent of the votes attached to the then-issued share capital of the Company throughout the meeting. If, within half an hour from the time appointed for our Annual Meeting (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) a quorum is not present, then the Annual Meeting will be adjourned in the next 24 hours (in accordance with the provisions of our existing Bylaws) to the at the same time and place, or to such time and (where applicable) such place(s) and in such form and manner as the chairman of the meeting (or in default, the board) may absolutely determine.
5
Each of the proposals requires the affirmative vote of a simple majority of the votes of the shareholders (or their duly appointed proxies) entitled to vote and voting on such proposal.
Holders of Ordinary Shares
Your shares may only be voted at the Annual Meeting if you are present in person or are represented by proxy. Whether or not you plan to attend the Annual Meeting, we encourage you to vote by proxy to ensure that your shares will be represented.
You may vote using the following method:
| ● | By Mail. Shareholders of record as of the record date may submit proxies by completing, signing and dating their proxy cards and mailing them in the accompanying pre-addressed envelopes. If you return your signed proxy but do not indicate your voting preferences, your shares will be voted on your behalf “FOR” each of the proposals. Shareholders who hold shares beneficially in street name may provide voting instructions by mail by completing, signing and dating the voting instruction forms provided by their brokers, banks or other nominees and mailing them in the accompanying pre-addressed envelopes. |
Holders of ADSs
If you are a holder of ADSs, you may exercise your right to vote by completing and submitting the ADS voting card which will be sent, or made available, to you by Citibank, N.A. If your ADSs are held in an account at a brokerage firm, bank, nominee or similar organization, you should follow the directions provided by your broker, bank or other nominee. All ADS voting cards, however submitted, must be received by Citibank, N.A. no later than 10:00 a.m. (Eastern Daylight Time) on June 18, 2024.
Citibank, N.A. will collate all votes properly submitted by ADS holders and submit a vote to the Company on behalf of all ADS holders.
Holders of Ordinary Shares
Even if you execute a proxy, you retain the right to revoke it and to change your vote by notifying us at any time before your proxy is voted. Mere attendance at the meeting will not revoke a proxy. Such revocation may be affected by following the instructions for voting on your proxy card or vote instruction form. Unless so revoked, the shares represented by proxies, if received in time, will be voted in accordance with the directions given therein. However, if you are shareholder of record, delivery of a proxy would not preclude you from attending and voting in person at the meeting convened and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
6
If the Annual Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the Annual Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the Annual Meeting (except for any proxies that have at that time effectively been revoked or withdrawn), even if the proxies had been effectively voted on the same or any other matter at a previous Annual Meeting.
Holders of ADSs
If you hold ADSs, directly or through a broker, bank or other nominee, you must follow the instructions provided by Citibank, N.A. or such broker, bank or other nominee if you wish to change your vote. The last instructions you submit prior to the deadline indicated by Citibank, N.A. or the broker, bank or other nominee, as applicable, will be used to instruct Citibank, N.A. how to vote your ADSs.
We will bear the entire cost of this solicitation of proxies, including the preparation, assembly, printing, and mailing of the proxy materials that we may provide to our shareholders. Copies of solicitation material will be provided to brokerage firms, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward the solicitation material to such beneficial owners. We may solicit proxies by mail, and the officers and employees of the Company, who will receive no extra compensation therefore, may solicit proxies personally or by telephone. The Company will reimburse brokerage houses and other nominees for their expenses incurred in sending proxies and proxy materials to the beneficial owners of shares held by them.
FOR FURTHER INFORMATION, SHAREHOLDERS MAY CONTACT TURBO ENERGY’S SHAREHOLDER OFFICE BY CALLING THE NUMBER +34 960 450 026 / +34 601 902 576, FREE OF CHARGE, FROM 9:00 A.M. TO 2:00 P.M., MONDAY THROUGH FRIDAY, OR BY SENDING AN EMAIL TO: / e-mail shareholders@turbo-e.com.
7
ELECTION OF DIRECTORS
The Board is responsible for establishing broad corporate policies and monitoring the overall performance of the Company. It selects the Company’s executive officers, delegates authority for the conduct of the Company’s day-to-day operations to those officers, and monitors their performance. Members of the Board are kept informed of the Company’s business by participating in Board and committee meetings, by reviewing analysis and reports, and through discussions with the Chairman and other officers.
There are currently seven directors serving on the Board. At the Annual Meeting, seven directors will be elected. The individuals who have been nominated for election to the Board at the Annual Meeting are listed in the table below. Each of the nominees is a current director.
If, as a result of circumstances not now known or foreseen, any of the nominees is unavailable to serve as a nominee for director at the time of the Annual Meeting, the holders of the proxies solicited by this proxy statement may vote those proxies either (i) for the election of a substitute nominee who will be designated by the proxy holders or by the present Board or (ii) for the balance of the nominees, leaving a vacancy. Alternatively, the size of the Board may be reduced accordingly. The Board has no reason to believe that any of the nominees will be unwilling or unable to serve, if elected as a director. Proxies submitted on the accompanying proxy card will be voted for the election of the nominees listed below, unless the proxy card is marked otherwise.
The names, the positions and the ages as of the Record Date of the individuals who are our nominees for election as directors are:
| Name | Age | Position with the Company | Term as Director | |||
| Enrique Selva Bellvis | 47 | Chairman of the Board | December 2023 – Present | |||
| Mariano Soria | 48 | Chief Executive Officer; General Manager and Director | December 2023 – Present | |||
| Miguel Valldecabres | 44 | Director | February 2023 – Present | |||
| Emilio Cañavate | 39 | Director | September 2023 – Present | |||
| Daniel Green | 57 | Independent Director | September 2023 – Present | |||
| Monika Mikac | 37 | Independent Director | September 2023 – Present | |||
| Héctor Dominguis | 48 | Independent Director | September 2023 – Present |
Director Qualifications – General
Directors are responsible for overseeing our business consistent with their fiduciary duty to shareholders. This significant responsibility requires highly-skilled individuals with various qualities, attributes and professional experience. The Board believes that there are general requirements for service on our Board that are applicable to all directors and that there are other skills and experience that should be represented on the Board as a whole but not necessarily by each director. When evaluating candidates for nomination as new directors, the Board and the Nominating and Corporate Governance Committee of the Board consider the qualifications of director candidates individually and in the broader context of the Board’s overall composition and our current and future needs.
Qualifications for All Directors
In its assessment of each potential candidate, including those recommended by shareholders, the Nominating and Corporate Governance Committee considers the nominee’s judgment, integrity, experience, independence, understanding of our business or other related industries and such other factors the Nominating and Corporate Governance Committee determines are pertinent in light of the current needs of the Board. The Nominating and Corporate Governance Committee also takes into account the ability of a director to devote the time and effort necessary to fulfill his or her responsibilities to us.
8
The Board and the Nominating and Corporate Governance Committee require that each director be a recognized person of high integrity with a proven record of success in his or her field. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of multiple cultures and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications required of all directors, the Board assesses intangible qualities including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.
The Board does not have a specific diversity policy, but considers diversity of race, ethnicity, gender, age, cultural background and professional experiences in evaluating candidates for Board membership. Diversity is important because a variety of points of view contribute to a more effective decision-making process.
Qualifications, Attributes, Skills and Experience to be Represented on the Board as a Whole
The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole, in light of our current needs and business priorities. We are a NASDAQ listed company and a leader in the field of photovoltaic energy storage that is focused on developing innovative solutions that allow end consumers to harness the full potential of solar energy and reduce their electricity costs. Therefore, the Board believes that a diversity of professional experiences in the photovoltaic energy storage industry, specific knowledge of key geographic growth areas, and knowledge of U.S. capital markets and of International Financial Reporting Standards should be represented on the Board. In addition, the market in which we compete is characterized by rapid technological change, evolving industry standards, introductions of new products, and changes in customer demands that can render existing products obsolete and unmarketable. Our future success depends upon our ability to address the increasingly sophisticated needs of our customers by supporting existing and emerging hardware, software, database, and networking platforms and by developing and introducing enhancements to our existing products and new products on a timely basis that keep pace with technological developments, evolving industry standards, and changing customer requirements, through strong focus on research and development. Therefore, the Board believes that academic and professional experience in research and development in the photovoltaic energy industry should also be represented on the Board.
Summary of Qualifications of Nominees for Director
Set forth below is a narrative disclosure that summarizes some of the specific qualifications, attributes, skills and experiences of our directors:
Mr. Enrique Selva Bellvís. Mr. Bellvís is the Chairman and founder of the Umbrella Group and majority shareholder of Umbrella Solar.
Mr. Bellvís has been dedicated to the photovoltaic solar energy sector since 2003, both in Spain and Chile, where he has played a key role in the development and growth of the Umbrella Group. In addition to his work at Umbrella, Enrique serves as Vice-President of the Valencian Association of Energy Sector Companies. Before his career in the solar energy sector, Enrique was the founder and CEO of Innova Ingenieros Consultores from 2000 to 2003.
Enrique holds a degree in Industrial Engineering with a specialization in energy from the Polytechnic University of Valencia, which he earned in 2000. He also completed the Management Development Programme at the IESE Business School in 2006.
Mr. Mariano Soria. Mr. Soria has served as the Chief Innovation Officer for the Umbrella Group since March 2021. He has served as Turbo Energy’s General Manager since October 2022 and Chief Executive Officer since December 2023.
Mr. Soria has been the General Manager for Turbo Energy Since October 2022. From November 2012 to March 2021, Mr. Soria was Chief Executive Officer for Punt Moble XXI S.L., having initially participated in the rescue of this Spanish furniture iconic brand company, after a bankruptcy process, from the Board of Directors of a Venture Capital Company (V.I. II, Sociedad de Capital Riesgo), and until today on the Board of Directors and as a shareholder of Punt Mobles. Before joining Punt Moble XXI S.L., Mr. Soria was the General Manager of REJMAR SA, a land development company, from February 2003 to November 2012, where he was responsible for the development of residential and industrial properties.
9
Mr. Soria received his degree in Industrial Engineering and Industrial Organization, both from the Polytechnic University of Valencia, and his Master’s in Business Administration from the European University of Madrid.
Mr. Miguel Valldecabres. Mr. Valldecabres has been our Director since February 2023.
Mr. Valldecabres’ interest in racing and e-mobility enthusiasm began at a very young age. After completing his degree in Economics followed by an MsC at the University of Southampton (U.K.), he got involved with Campos Racing as a CFO where he acquired the knowledge about motorsports.
His next engagement for 5 years at PwC, in Spain and U.K., as Senior Auditor gave him business knowledge which he used to start his first entrepreneurship venture in the food industry in a company called Chic-Kles. where he was leading 180 people with a turnover of 25 million € a year.
He pioneered QEV Technologies - an engineering company specializing in the field of electro-mobility, which includes design, construction and homologation of electric vehicles, the potential and the use of electric vehicles in the racing world as well as the installation, control and maintenance of electric charging infrastructures. From December 2017 to October 2020, he served as the CEO of QEV Technologies.
Since October 2020 to the date of this report, Miguel is serving as the CEO for Ev Dynamics. Ev Dynamics is a listed company in Hong Kong and pioneer in the manufacturing of Electric Buses and Vans.
Mr. Emilio Cañavate. Mr. Cañavate has been our Director since September 2023.
Mr. Cañavate joined the Umbrella Group as its Chief Financial Officer in 2017. Before joining Umbrella, he held the position of CFO in the agro-industrial sector from 2010 to 2017. He holds a Bachelor’s Degree in Business Administration and Management from the University of Valencia, which he obtained in 2007, and a Master in Finance, Institutions and Markets from CUNEF, earned in 2009. Additionally, he completed an Executive MBA from EDEM Valencia in 2019.
Mr. Hector Dominguis. Mr. Dominguis has been our Director since September 2023.
Mr. Dominguis has been the Chief Executive Officer of GD Energy Services (GDES) since May 2012. During the period 2021-23 he held the presidency of the Spanish Nuclear Society (SNE) and is currently a member of the Steering Committee Member of Valencian Association of Entrepreneur, Vice President of LAB Mediterraneo Foundation, Independent Board member at Grupo Guzman SA. and Independent Board member at Umbrella Solar Investment SA.
Mr. Dominguis received a Materials Engineering degree from Imperial College, London with an MSc in Management from Surrey University, a master’s in business administration from ESADE and was part of the Management Development Programme (PDD) at IESE. Prior to GD Energy Services (GDES), Héctor worked as an Assistant to the Commercial Management at Plexi, SA (Röhm Group) and as a Consultant in Estrategia y Dirección, SL.
In 2010, he was awarded the Valencian Community Innovator of the Year award by the newspaper El Mundo and the Valencian Community and Murcia Region Business Executive of the Year Award by Ernst & Young.
Mr. Daniel Green. Mr. Green has been our Director since September 2023.
Mr. Green is an English businessman since 1994, he is a successful serial entrepreneur, known for conceiving and scaling profitable businesses. Early in his career, he founded the breakthrough retail concept YouMeTV, which sold to BSkyB. It is Daniel’s vision and customer focus which have driven the team’s success with HomeSun’s residential solar programme and then FlowGem, an IoT water leak detector sold to Centrica as part of the Hive proposition. Mr. Green is also a Crown Representative, working through the Cabinet Office to advise the UK Government.
10
Mr. Green currently holds the position of Chief Executive Officer of Electron Green since July 2022 and Chief Executive Officer of HomeSun since April 2010.
Ms. Mónika Micak. Ms. Micak has been our Director since September 2023.
Ms. Mikac currently holds the CEO position at NAD Capital since March 2022, an investment fund that focuses on a whole circle of electric mobility. Monika is also a Board member of QEV Technologies (since March 2022) where she previously held a CBO position (from March 2018 to March 2022) and member of the board advisors of XEnergy – Empowering Women in Energy Transition (since April 2023).
Her recent success within QEV was closing of a 17M€ round with the European Investment Bank. Awarded as one of European Automotive Rising stars, she started an automotive career as COO in Rimac Automobili. She helped grow the company from 1 to 350 employees. As 1 of the first 5 employees within the company, Monika covered different scopes: from PR & marketing to financial & administrative. She actively participated in the fundraising process and helped the company to raise more than 50M€ of financing. After her success with Rimac Automobili, Monika started helping other companies develop and grow their businesses. She is an International Advisor in e-bus pioneer company EV Dynamics based in Hong Kong and a Board Advisor in logistics company Hubbig based in Croatia.
Monika holds a bachelor’s degree in political science and is a certified Project Manager. Additionally, she holds a degree in Venture Capital Executive Program from Berkley ExecEd, USA.
| Board Diversity Matrix (As of May 31, 2024) | ||||
| Country of Principal Executive Offices: | Spain | |||
| Foreign Private Issuer | Yes | |||
| Disclosure Prohibited under Home Country Law | No | |||
| Total Number of Directors | 7 | |||
| Female | Male | Non-Binary |
Did Not Disclose Gender | |
| Part I: Gender Identity | ||||
| Directors | 1 | 6 | 0 | 0 |
| Part II: Demographic Background | ||||
| Underrepresented Individual in Home Country Jurisdiction | 0 | |||
| LGBTQ+ | 0 | |||
| Did Not Disclose Demographic Background | 0 | |||
The election of each nominee for director requires the affirmative vote of a simple majority of the votes of the shareholders entitled to vote and voting on the proposal, present in person or by proxy.
The Board recommends a vote FOR the election of the nominees listed above.
11
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected TAAD, which has served as our independent registered public accounting firm since 2021, to serve as the Company’s independent auditors for the fiscal year ending December 31, 2024. We are asking our shareholders to ratify our company’s selection of TAAD as our independent registered public accounting firm at the Annual Meeting. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of TAAD to our shareholders for ratification as a matter of good corporate governance practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of our company and our shareholders.
The ratification of the appointment of TAAD as our independent registered public accounting firm requires the affirmative vote of a simple majority of the votes of the shareholders entitled to vote and voting on the proposal, present in person or voting by proxy.
The Board recommends a vote FOR ratification of the selection of TAAD as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
12
TO ASSESS AND, WHERE APPROPRIATE, APPROVAL OF THE INDIVIDUAL ANNUAL ACCOUNTS (BALANCE SHEET, PROFIT AND LOSS ACCOUNT, STATEMENT OF CHANGES
IN EQUITY FOR THE YEAR, CASH FLOW STATEMENT AND NOTES TO THE ANNUAL ACCOUNTS), AS WELL AS THE MANAGEMENT REPORT, AS REQUIRED UNDER THE
SPANISH LAW
Based upon the recommendations of the Board of Directors held on April 16, 2024, at Valencia, the Board propose to our shareholders to approve the individual annual accounts (balance sheet, profit and loss account, statement of changes in the net equity for the year, cash flow statement and annual report) as well as the individual management report of TURBO ENERGY, S.A. for the fiscal year ended December 31, 2023.
Why We are Asking our Shareholders to Approve the Individual Annual Accounts
We are asking our shareholders to ratify these documents which have been signed by all the directors who have declared that, to the best of their knowledge, the annual accounts prepared in accordance with the applicable accounting principles give a true and fair view of the net worth, financial position and results of the Company, and that the management report includes a true and fair analysis of the evolution and business results and of the position of the Company, together with a description of the main risks and uncertainties they face. These documents have also been favorably reported on by the Audit Committee and verified by the Spanish Company’s Statutory Auditor.
Furthermore, the presentation and ratification of the Individual Annual Accounts (balance sheet, profit and loss account, statement of changes in equity for the year, cash flow statement and annual report) as well as the Company’s Individual Management Report, is a legal requirement for Spanish companies under the Spanish Law.
The approval of the Individual Annual Accounts proposal requires the affirmative vote of a simple majority of the votes of the shareholders entitled to vote and voting on the proposal, present in person or voting by proxy.
The Board recommends that you vote “FOR” for the Individual Annual Accounts proposal.
13
TO EXAM AND, WHERE APPROPRIATE, APPROVAL OF THE INDIVIDUAL ANNUAL ACCOUNTS’ PROPOSED RESULTS ALLOCATION, AS REQUIRED UNDER THE SPANISH
LAW
Based upon the recommendations of the Board of Directors held on April 16, 2024 at Valencia, the Board propose to our shareholders to approve the distribution of the result for the fiscal year ended December 31, 2023 of TURBO ENERGY, S.A., losses in the amount of 1,927,627 euros.
Why We are Asking our Shareholders to Approve the Individual Annual Accounts’ Proposed Results Allocation
The presentation and ratification of the application of the result for the year 2023 formulated by the directors of the Company, is a legal requirement for Spanish companies under the Spanish Law. In this regard, the proposal for the application of the result for the year 2023 formulated by the directors of the Company, and which is approved by the general meeting of shareholders without any modification, consists of applying the losses in the amount of 1,927,627 euros for the year to the accounting entry “Negative results in previous years”.
The approval of the Individual Annual Accounts’ Proposed Results Allocation proposal requires the affirmative vote of a simple majority of the votes of the shareholders entitled to vote and voting on the proposal, present in person or voting by proxy.
The Board recommends that you vote “FOR” for the Individual Annual Accounts’ Proposed Results Allocation proposal.
14
TO EXAM AND, WHERE APPROPRIATE, APPROVAL OF THE MANAGEMENT OF THE COMPANY BY THE BOARD FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023, AS REQUIRED UNDER THE SPANISH LAW
Based upon the recommendations of the Board of Directors held on April 16th at Valencia, the Board proposed to our shareholders to approve the management of the Company by the Board during the fiscal year ended December 31, 2023.
The proposal for the approval of the management of the Company by the Board during the fiscal year ended December 31, 2023, implies the validation of the actions and decisions taken by this organ during the financial year. Involves the analysis of whether the strategic objectives, management efficiency, legal compliance and transparency were met. Documentation such as the management report, annual accounts and audit reports are reviewed.
Why We are Asking our Shareholders to Approve the Management of The Company by the Board during the fiscal year ended December 31, 2023
The presentation and ratification of the application of the result for the year 2023 formulated by the directors of the Company, is a legal requirement for Spanish companies under the Spanish Law. In addition, the approval of the Board of Directors’ management at the Shareholders’ Meeting is crucial for transparency, performance evaluation, legitimization of the Board, dialogue with shareholders and continuous improvement. It allows shareholders to learn about the Board’s actions, evaluate its performance, legitimize its work, dialogue with them and propose improvements for the company’s future.
The approval of the management of the Company by the Board during the fiscal year ended December 31, 2023 requires the affirmative vote of a simple majority of the votes of the shareholders entitled to vote and voting on the proposal, present in person or voting by proxy.
The Board recommends that you vote “FOR” for the approve the management of the Company by the Board during the fiscal year ended December 31, 2023 proposal.
15
TO EXAM AND, WHERE APPROPRIATE, APPROVAL THE DELEGATION TO THE BOARD OF THE POWER TO CARRY OUT CAPITAL INCREASES, WITHIN THE LIMIT PROVIDED FOR IN ARTICLE 297.1.B OF THE SPANISH COMPANIES ACT, UP TO HALF OF THE SHARE CAPITAL AT THE DATE OF THE AUTHORIZATION, WITHIN THE LEGAL PERIOD OF ONE YEAR FROM THE DATE OF THIS ANNUAL MEETING, WITH THE POSSIBILITY OF CARRYING OUT THE INCREASE ON ONE OR MORE OCCASIONS AND WITH THE POWER TO EXCLUDE THE RIGHT OF SUBSCRIPTION IN WHOLE OR IN PART, IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 506 OF THE SPANISH COMPANIES ACT. THIS DELEGATION TO INCREASE THE SHARE CAPITAL EXCLUDING SUBSCRIPTION RIGHTS MAY NOT EXCEED TWENTY PERCENT OF THE COMPANY’S SHARE CAPITAL.
Based upon the recommendations of the Board of Directors held on May 27th at Valencia, the Board propose to our shareholders to approve the delegation to the Board of Directors of the power to carry out capital increases, within the limit provided for in Article 297.1.b of the Spanish Companies Act, up to half of the share capital at the date of the authorization, within the legal period of one year from the date of this Annual Meeting, with the possibility of carrying out the increase on one or more occasions and with the power to exclude the right of subscription in whole or in part, in accordance with the provisions of Article 506 of the Spanish Companies Act. This delegation to increase the share capital excluding subscription rights may not exceed twenty percent of the Company’s share capital.
To authorize the Board of Directors, to the fullest extent permitted by law, to increase the share capital, pursuant to Article 297 of the Spanish Companies Act, on one or more occasions and at any time within a period of one year from the date of this Meeting, by an amount not exceeding 20% of the Company’s share capital at the time the resolution to increase the share capital is adopted. Capital increases under this authorization shall be affected by issuing and placing new shares with or without a premium, the consideration for which shall consist of cash contributions.
The Board of Directors may also determine, in all matters not provided for, the terms and conditions of capital increases and the characteristics of the shares, as well as freely offer the new unsubscribed shares within the period or periods for the exercise of pre-emptive subscription rights. The Board of Directors may also establish that, in the event of incomplete subscription, the capital shall be increased only by the amount of the subscriptions made, as well as redraft the article of the Company’s bylaws relating to the capital and number of shares.
Likewise, in relation to the capital increases carried out under this authorization, the Board of Directors is empowered to exclude, in whole or in part, the preemptive subscription right under the terms of Article 506 of the Spanish Companies Act, in this case, the preemptive subscription right may be excluded in the maximum amount equivalent to twenty percent of the Company’s capital at the time the capital increase resolution is adopted.
The par value of the shares to be issued, plus, if applicable, the amount of the issue premium, must correspond to the fair value in the terms set forth in section 3 of article 504 of the Spanish Companies Act. The shares may be issued at a price lower than the fair value. Shares may be issued at a price below fair value. In this case, the directors’ report must justify that the corporate interest requires not only the exclusion of the pre-emptive subscription right, but also the proposed type of issue. In addition, an independent expert’s report will be required, which will specifically state the amount of the expected economic dilution and the reasonableness of the data and considerations included in the directors’ report to justify it.
These reports will be made available to the shareholders and communicated to the first general meeting to be held after the resolution of the capital increase. The Company shall request, where appropriate, the admission to trading in multilateral trading systems, official or unofficial secondary markets, organized or not, domestic or foreign, of the shares issued by the Company by virtue of this delegation, empowering the Board of Directors to carry out the necessary formalities and actions for the admission to trading before the competent bodies of the various domestic or foreign securities.
16
Why We are Asking our Shareholders to Approve the Individual Annual Accounts’ Proposed Results Allocation
The Board of Directors deems it appropriate to have the delegated powers allowed by current legislation, in order to be able to make the investment decisions foreseen in new projects, inorganic growth and, in short, to have more possibilities to finance the Company’s expansion, to the extent that the circumstances of the consolidation of the balance sheet and the amount of capital allow it.
The purpose of the requested delegation is to provide the Board of Directors of the Company with the room for maneuver and responsiveness required by the strategic initiative that has been defined, in order to address it quickly and without the delays and costs that inevitably result from the convening and holding of a Shareholders’ Meeting.
The approval of the delegation to the board of directors of the power to carry out capital increases, within the limit provided for in article 297.1.b) of the Spanish Companies Act, up to half of the share capital at the date of the authorization, within the legal period of one year from the date of this ordinary shareholders’ meeting, with the possibility of carrying out the increase on one or more occasions and with the power to exclude the right of subscription in whole or in part, in accordance with the provisions of article 506 of the Spanish Companies Act. This delegation to increase the share capital excluding subscription rights may not exceed twenty percent of the company’s share capital.
The Board recommends that you vote “FOR” for the delegation to the board of directors of the power to carry out capital increases, within the limit provided for in article 297.1.b) of the Spanish Companies Act, up to half of the share capital at the date of the authorization, within the legal period of one year from the date of this ordinary shareholders’ meeting, with the possibility of carrying out the increase on one or more occasions and with the power to exclude the right of subscription in whole or in part, in accordance with the provisions of article 506 of the Spanish Companies Act. This delegation to increase the share capital excluding subscription rights may not exceed twenty percent of the company’s share capital.
17
TO EXAM AND, WHERE APPROPRIATE, APPROVAL TO AUTHORIZE, AS THE CASE MAY BE, THE BOARD FOR A NON-EXTENDABLE PERIOD OF ONE YEAR, PURSUANT TO THE PROVISIONS OF ARTICLE 319 OF THE COMMERCIAL REGISTRY REGULATIONS AND 511 OF THE SPANISH COMPANIES ACT, AND ON ONE OR MORE OCCASIONS, TO ISSUE BONDS OR BONDS CONVERTIBLE AND/OR EXCHANGEABLE FOR SHARES OF THE COMPANY, INCLUDING INSTRUMENTS OF A SIMILAR NATURE, CONVERTIBLE OR EXCHANGEABLE FOR SHARES OF THE COMPANY, OR WHICH MAY DIRECTLY OR INDIRECTLY ENTITLE THE BOARD TO SUBSCRIBE SHARES OF THE COMPANY, INCLUDING WARRANTS, WITH EXPRESS POWERS TO EXCLUDE PRE-EMPTIVE SUBSCRIPTION RIGHTS IN ISSUES, WITH THE BOARD BEING EMPOWERED TO SET THE CONDITIONS THEREOF, IN ACCORDANCE WITH THE CONVERSION BASES AGREED BY THE SHAREHOLDERS’ MEETING, AND TO PROCEED WITH THE CAPITAL INCREASES REQUIRED FOR THEIR CONVERSION, EXCLUDING THE SHAREHOLDERS’ PRE-EMPTIVE RIGHTS, PROVIDED THAT WHEN EXERCISING THE DELEGATION, THE MANDATORY REPORTS REQUIRED BY CURRENT LEGISLATION ARE SUBMITTED, BOTH BY THE BOARD ITSELF AND BY THE INDEPENDENT AUDITOR APPOINTED IF NECESSARY. THE MAXIMUM AMOUNT OF THE ISSUES AUTHORIZED UNDER SAID DELEGATION MAY NOT EXCEED THE GLOBAL AMOUNT OF 60,000,000 EUROS, NOR MAY THE INDIVIDUAL ISSUE IN EACH CASE REQUIRE THE SIMULTANEOUS APPROVAL OF A CAPITAL INCREASE OF MORE THAN TWENTY PERCENT OF THE TOTAL CAPITAL RESULTING THEREFROM. FURTHERMORE, IN THE EVENT THAT THE PRE-EMPTIVE SUBSCRIPTION RIGHT IS EXCLUDED FROM THE ISSUES, THE MAXIMUM NUMBER OF SHARES INTO WHICH THE BONDS ISSUED OR INSTRUMENTS OF A SIMILAR NATURE MAY BE CONVERTED MAY NOT EXCEED TWENTY PERCENT OF THE NUMBER OF SHARES COMPRISING THE SHARE CAPITAL AT THE TIME OF THE AUTHORIZATION.
Based upon the recommendations of the Board of Directors held on May 27th at Valencia, the Board propose to our shareholders to authorize, as the case may be, the Board for a non-extendable period of one year, pursuant to the provisions of Article 319 of the Commercial Registry Regulations and 511 of the Spanish Companies Act, and on one or more occasions, to issue bonds or bonds convertible and/or exchangeable for shares of the Company, including instruments of a similar nature, convertible or exchangeable for shares of the Company, or which may directly or indirectly entitle the Board to subscribe shares of the Company, including warrants, with express powers to exclude pre-emptive subscription rights in issues, with the Board being empowered to set the conditions thereof, in accordance with the conversion bases agreed by the shareholders’ meeting, and to proceed with the capital increases required for their conversion, excluding the shareholders’ pre-emptive rights, provided that when exercising the delegation, the mandatory reports required by current legislation are submitted, both by the Board itself and by the Independent Auditor appointed if necessary. The maximum amount of the issues authorized under said delegation may not exceed the global amount of 60,000,000 Euros, nor may the individual issue in each case require the simultaneous approval of a capital increase of more than twenty percent of the total capital resulting therefrom. Furthermore, in the event that the pre-emptive subscription right is excluded from the issues, the maximum number of shares into which the bonds issued or instruments of a similar nature may be converted may not exceed twenty percent of the number of shares comprising the share capital at the time of the authorization.
To delegate to the Board of Directors, pursuant to the provisions of Article 319 of the Corporate Bylaws, and as applicable, in compliance with the provisions of Article 511 of the Capital Companies Act: the power to issue negotiable securities in accordance with the following conditions:
| 1. | Securities to be issued: Bonds and simple bonds, convertible and/or exchangeable for shares of TURBO ENERGY, S.A. or instruments of a similar nature, convertible or exchangeable into shares of the company, or which may directly or indirectly entitle the holder to subscribe shares of the Company, including warrants. |
| 2. | Term of Delegation: The issuance of the securities to be delegated may be carried out on one or more occasions within a maximum period of one year from the date of adoption of the delegation resolution. |
18
| 3. | Maximum amount of the Delegation: The maximum global amount of the issue or issues of securities agreed under this Delegation shall be 60,000,000.00 Euros, but in any case, the necessary capital increase authorized for the conversion of each issue may not exceed twenty percent of the capital in force at the time of the partial or global use of the delegation. |
| 4. | Scope of the Delegation: The delegation to issue the securities referred to in this agreement shall extend as broadly as is legally necessary, to the establishment of the different aspects and conditions of each issue, (par value, type of issue, redemption price, currency or currency of the issue, form of representation, interest rate, subordination clauses, anti-dilution clause, issue guarantees, law applicable to the issue, if applicable, underwriting regime, establishment of the internal rules of the Bondholders’ Syndicate, and appointment of the commissioner, if required, admission to trading, etc.), in the case of the issuance of warrants, the power to determine the subscription price of the warrants, including the power to determine that the exercise price of the warrants be paid at the time of subscription or any related aspects and to carry out any necessary procedures, including in accordance with the applicable securities market legislation, for the execution of the specific issues agreed to be carried out under this delegation. |
| 5. | Bases and modalities of conversion and/or exchange: In the case of the issuance of convertible bonds or instruments of a similar nature and for the purpose of determining the bases and modalities of conversion, it is agreed to establish the following criteria: |
| a) | The securities issued under this agreement may be exchangeable for shares of the company, according to a conversion or exchange ratio, determined and determinable, as necessary, at the time of issuance, and in any case must take into account the fair value of the TURBO ENERGY, S.A. share at that time with a minimum of its par value. The Board of Directors shall be empowered to set partial or total conversion periods at the request of the holder. |
| b) | In no case may the value of the share for purposes of the conversion ratio of the bonds or instruments of a similar nature into shares be less than their par value as indicated above. Bonds or instruments of a similar nature may not be converted into shares when the par value of the former is less than the latter. |
| c) | The Board may establish, in the event that the issue is convertible and exchangeable, that the company reserves the right to choose at any time between the conversion of new shares or their exchange for outstanding shares, specifying the nature of the shares to be delivered in a combination of newly issued shares, with pre-existing shares or an equivalent amount in cash. In any case, the company must respect equal treatment among all holders of the securities to be converted or exchanged on the same date. |
| d) | At the time of approving an issue of convertible and/or exchangeable bonds or instruments of a similar nature such as Warrants under the authorization contained in this resolution, the Board of Directors shall issue a report developing and specifying, based on the criteria described above, the bases and modalities of the conversion specifically applicable to each issue. |
| 6. | It is also proposed to authorize the Board of Directors to exclude the pre-emptive subscription rights of the shareholders, in compliance with the requirements set forth in Article 511 of the Consolidated Text of the Capital Companies Act. In this case, the maximum number of shares into which the bonds or instruments of a similar nature may be converted on the basis of their initial conversion ratio, if fixed, or their minimum conversion ratio, if variable, added to the number of shares issued by the directors pursuant to this delegation, may not exceed twenty percent of the number of shares comprising the share capital at the time of authorization. |
| 7. | Capital increase: The delegation for the issuance of bonds or convertible bonds or instruments of a similar nature including warrants in newly issued shares shall include: |
| a) | The power to increase the capital in the amount necessary to meet the requests for conversion of bonds or convertible bonds or instruments of a similar nature, including warrants issued under the delegation, in one or several times depending on the issues authorized for such purpose, and taking into account the overall limit set forth in point 3 of this resolution. The authorization requested shall include the authorization to issue and put into circulation, on one or more occasions, the shares representing the increased capital necessary to carry out the conversion, as well as the authorization to redraft Article 6 of the Company’s Bylaws in each case. |
19
| b) | The power, in such broad and sufficient terms as may be required by law, so that once the capital increase resolution has been executed, it may request and obtain admission to official listing of the new shares resulting from the capital increase, on the National Association of Securities Dealers Automated Quotation (NASDAQ) on which it is listed or on the stock exchanges on which the shares may be listed, through the corresponding system in each case, preparing and presenting the documents it deems appropriate and performing such acts as may be necessary or advisable for such purpose. |
| c) | The power to substitute the delegation in the Chairman, any of the Board Members, Secretary or Vice Secretary for the execution of the resolutions adopted by the Board in the use of the delegation, and in all matters relating to their notarization and management before any Authority, or Registry for their effectiveness. |
Why We are Asking our Shareholders to Approve the Individual Annual Accounts’ Proposed Results Allocation
The Board of Directors considers it advisable to have the delegated powers allowed by current legislation, in order to be able to carry out at all times, to the extent that the circumstances of the consolidation of the balance sheet and the amount of capital allow it, the decisions for the acquisition by the Company of all types of assets necessary to undertake the growth of the Company, the financing of the working capital necessary for the development of the projects in the portfolio at national and international level, the financing of the international expansion, the investment in research and development projects, or the financing of the acquisition of companies or business units in the different areas of the photovoltaic energy storage sector.
The approval of the authorization, as the case may be, to the Board for a non-extendable period of one year, pursuant to the provisions of Article 319 of the Commercial Registry Regulations and 511 of the Spanish Companies Act, and on one or more occasions, to issue bonds or bonds convertible and/or exchangeable for shares of the Company, including instruments of a similar nature, convertible or exchangeable for shares of the Company, or which may directly or indirectly entitle the Board to subscribe shares of the Company, including warrants, with express powers to exclude pre-emptive subscription rights in issues, with the Board being empowered to set the conditions thereof, in accordance with the conversion bases agreed by the Shareholders’ Meeting, and to proceed with the capital increases required for their conversion, excluding the shareholders’ pre-emptive rights, provided that when exercising the delegation, the mandatory reports required by current legislation are submitted, both by the Board itself and by the Independent Auditor appointed if necessary. The maximum amount of the issues authorized under said delegation may not exceed the global amount of 60,000,000 Euros, nor may the individual issue in each case require the simultaneous approval of a capital increase of more than twenty percent of the total capital resulting therefrom. Furthermore, in the event that the pre-emptive subscription right is excluded from the issues, the maximum number of shares into which the bonds issued or instruments of a similar nature may be converted may not exceed twenty percent of the number of shares comprising the share capital at the time of the authorization.
The Board recommends that you vote “FOR” for the authorization, as the case may be, to the Board for a non-extendable period of one year, pursuant to the provisions of Article 319 of the Commercial Registry Regulations and 511 of the Spanish Companies Act, and on one or more occasions, to issue bonds or bonds convertible and/or exchangeable for shares of the Company, including instruments of a similar nature, convertible or exchangeable for shares of the Company, or which may directly or indirectly entitle the Board to subscribe shares of the Company, including warrants, with express powers to exclude pre-emptive subscription rights in issues, with the Board being empowered to set the conditions thereof, in accordance with the conversion bases agreed by the Shareholders’ Meeting, and to proceed with the capital increases required for their conversion, excluding the shareholders’ pre-emptive rights, provided that when exercising the delegation, the mandatory reports required by current legislation are submitted, both by the Board itself and by the Independent Auditor appointed if necessary. The maximum amount of the issues authorized under said delegation may not exceed the global amount of 60,000,000 Euros, nor may the individual issue in each case require the simultaneous approval of a capital increase of more than twenty percent of the total capital resulting therefrom. Furthermore, in the event that the pre-emptive subscription right is excluded from the issues, the maximum number of shares into which the bonds issued or instruments of a similar nature may be converted may not exceed twenty percent of the number of shares comprising the share capital at the time of the authorization.
20
We will provide without charge to each person solicited by this Proxy Statement a copy of our Annual Report on Form 20-F, including the financial statements and financial statement schedules, as filed with the SEC for our most recent fiscal year.
PROTECTION OF PERSONAL DATA
Responsible for processing: Turbo Energy, S.A. and contact address for these purposes at Calle Isabel la Católica, 8. Oficinas 50-51, 46004 Valencia – Spain or at protecciondatos@umbrellasolarinvestment.com, is responsible for the processing of personal data (among others, identification, contact, electronic signature, access credentials, relating to the condition of shareholder or shareholder’s representative, as well as, if applicable, the image and/or voice and IP address of connection in case of remote attendance) collected or generated on the occasion of the General Shareholders’ Meeting in accordance with this notice, either directly from the shareholders and representatives, or from the entities in which the shares are deposited.
Purposes of processing and basis of lawfulness: the aforementioned personal data will be processed in accordance with the General Data Protection Regulation, and other applicable regulations, and for the following purposes: (i) to manage the exercise and control of the shareholder’s rights (which includes, verification of the identity and status of the shareholder or representative, managing the registration and access in the remote assistance platform and the recording of the call in the case of exercising the right to vote via telephone), (ii) to send information related to the shareholder’s investment, (iii) to manage the call and holding of the Annual Meeting. The processing of personal data for the aforementioned purposes (i), (ii) and (iii) is carried out on the basis of the execution of the relationship maintained between the shareholder and Turbo Energy, S.A. and the fulfillment of the legal obligations applicable to Turbo Energy, S.A.
Recipients of personal data: The data processed by Turbo Energy, S.A. may be provided to third parties in case of obligation or legal requirement, as would be the transfer to those third parties that are duly legitimized in the exercise of the right of information provided for in the applicable regulations.
Security of the treatment and conservation period: the aforementioned personal data will be treated adopting the most demanding security measures and technical means to avoid its loss, misuse or unauthorized access, and will be conserved during the period in which the relationship between the shareholder and Turbo Energy, S.A. survives and, after that period, for 6 more years or, if applicable, for a longer period corresponding to the prescription period of any legal or contractual actions that may be applicable.
Exercise of data protection rights: the rights of access, rectification, opposition, deletion, portability, limitation of processing, as well as revocation of consent, as applicable, may be exercised by the owner of the personal data, proving their identity, by letter or email addressed to the contact address mentioned above. Additionally, it is informed that Turbo Energy, S.A. has appointed a Data Protection Delegate, with whom the interested party may contact through the e-mail protecciondatos@umbrellasolarinvestment.com to submit any claim or request related to the protection of their personal data on the occasion of the General Shareholders’ Meeting. Finally, the data subject is informed of his or her right to file a complaint with the Spanish Data Protection Agency (www.aepd.es) if he or she considers that his or her data protection rights have been violated.
Other aspects: the shareholder shall be solely responsible for the completion of the required forms with false, inaccurate, incomplete or outdated data. In the event that, in the documentation sent, the shareholder includes personal data referring to other individuals and in the event that a third party attends the Annual Meeting as a representative of the shareholder, the shareholder must inform them of the points contained in the preceding paragraphs and comply with any other requirements that may be applicable for the correct transfer of personal data to Turbo Energy, S.A..
21
Our Board is not aware of any business to come before the Annual Meeting other than those matters described above in this Proxy Statement. However, if any other matters should properly come before the Annual Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgment of the person or persons voting the proxies.
| May 31, 2024 | By Order of the Board of Directors |
| /s/ Enrique Selva Bellvis | |
| Enrique Selva Bellvis | |
| Chairman of the Board |
22
Exhibit 99.4
