Legal certainty of meetings and assemblies held with Councilbox

Yes, article 182 of the Capital Companies Act allows the telematic attendance of shareholders at company meetings.

In this regard, the Resolution of December 19, 2012 of the Spanish Directorate General of Registries and Notaries (BOE no. 22 of January 25, 2013), considers that a clause in the Articles of Association that enables attendance at the Meeting by telematic means, including videoconferencing, should be considered valid, provided that the identity of the subject is duly guaranteed. The terms, forms and methods of exercising the rights of the shareholders, which allow for the orderly development of the meeting, must be expressed in the announcement of the meeting, and for this purpose the administrators must determine that the interventions and proposed resolutions of those who intend to attent remotely are sent to the company before the meeting.

Yes, Article 189 of the Spanish Capital Companies Act states that "in accordance with the provisions of the Articles of Association, voting on items included on the agenda of any type of General Meeting may be delegated or exercised by the shareholder by post, email or any other means of remote communication, provided that the identity of the person exercising their right to vote is duly guaranteed".

Yes, Article 183.2 of the Spanish Capital Companies Act stipulates for proxy voting that "proxies must be granted in writing, and if they are not recorded in a public document, they must be unique for each Meeting". In a literal interpretation, "in writing" could be understood as a letter, document or any handwritten, typed or printed paper.
In accordance with the provisions of the Resolution of December 19, 2012 of the Spanish Directorate General of Registries and Notaries, it must be understood that the mention in the law that "the representation must be in writing" does not exclude another form of proof and evidence that the representation has been granted, such as secure telematic means, provided that it is recorded on computer support for subsequent proof, as is the case with the Councilbox platform.

Yes, case law has indicated that the "reliable notification" of the content of a declaration of intent does not require its actual knowledge by the notified party, but simply the availability of such knowledge, regardless of the fact that for voluntary reasons the notified party does not get to read or be informed of the notified act, as happens in notifications by burofax that, being addressed to the correct address, the notified party might not pick up, despite the fact that official notice is left by the Postal Service.
Vid Sentence of the Provincial Court of Las Palmas and the Supreme Court of June 25, 2004 and December 9, 1997.
In view of the aforementioned case law, it can be concluded that messages managed through the Councilbox platform can be considered reliable communications in Spain to the extent that they materially reach their destination (mailbox of an email address) and the interested party can take knowledge of the message without the impediments (email address not managed by the recipient), regardless of whether, for voluntary reasons, the recipient does not read it (deletion).
Vid Judgment of the SC 1st Civil Chamber in the "Evicertia" case.

Yes, CBXDATA evidence can be used in court to prove that a communication has actually taken place. In addition, the Councilbox system records may supplement such evidence in the event that the authenticity of the CBXDATA evidence is challenged.

The technical functionalities of the communications issued by Councilbox allow the generation of sufficient evidence, which can be provided in court and, in accordance with applicable case law and legislation, will have probative value, whose only possible challenge is to demonstrate that in a specific case there has been manipulation or falsehood. The date on which the communications were made and the communication channel through which they were made are accredited.
Pursuant to article 326 of the Spanish Civil Procedure Act, "private documents shall be full proof in the proceedings as long as their authenticity is not contested by the party to whom they are detrimental" and can prove that they have been tampered with.

For supporting evidence not to be considered unilateral, it is necessary that they are generated by trusted third parties (trusted service providers according to EU Regulation 910/2014 eIDAS), which have a neutral position, so that they generate and safeguard the electronic evidence that proves beyond doubt that the communications have taken place, keeping the content, the data of the parties, date and time of the same for 5 years, which is why Councilbox guarantees total impartiality, since it has a trusted service provider of recognized prestige and registered in the relevant registers according to EU Regulation 910/2014 to perform this task.

Vid legal basis 2 of the judicial decision issued by the Court of First Instance No. 12 of La Coruña, in relation to the communication system of Confirmsign.

No, the parties will not be able to object that they have not sent/received the message/communication due to the sending notifications and the read, download and reply receipts generated and saved by the Councilbox system, in particular when the special digital certificate module is activated for the sender and the receiver.

Yes, the document kept by the Councilbox platform together with the CBXDATA is a valid proof before Spanish Courts and administrative authorities to prove the sending (from an email) and making available (to another email) of a communication to an addressee. Full receipt of the communication, in the sense of becoming aware of its content, will depend on the recipient's willingness to click on the link to view the content of the communication.
Likewise, the Spanish Civil Procedure Law regulates in articles 382 and following; the means of proof the reproduction of the word, sound and image and the instruments that allow to file and know relevant data for the process, such as the computer files.

Yes, the sent receipt provides a proof of principle to demonstrate the non-repudiation by the sender of the message and that the sender cannot deny having sent the message.

Yes, the Councilbox system, specifically by sending notices to the addressee and generating follow-up tickets, makes it possible to prove that a message has actually been received (in the mailbox of an email) and refused by the addressee.

Yes, in accordance with article 3.4 of the Spanish Electronic Signature Law, a principle of equivalence of legal value is established between the electronic signature and the handwritten signature.
Source.- Resolution of December 19, 2012, of the Spanish Directorate General of Registries and Notaries. BOE of January 25, 2013 no. 22.

Yes, a document signed electronically with electronic signature guarantees the authenticity not only of its authorship (reliably identifying the author of the document), but also the integrity of its content.

Source.- Resolution of December 19, 2012, of the Spanish Directorate General of Registries and Notaries. BOE of January 25, 2013 no. 22.