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:
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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; |
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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; |
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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; |
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To exam and, where appropriate, approval of the individual annual accounts’ proposed results allocation, as required under the Spanish law; |
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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; |
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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. |
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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 |
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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.
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By Order of the Board of Directors, |
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/s/ Enrique Selva Bellvis |
| May 31, 2024 |
Enrique Selva Bellvis |
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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
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| GENERAL INFORMATION |
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| Purpose of Annual Meeting |
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| Will there be any other items of business on the agenda? |
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| Who is entitled to vote at the Annual Meeting? |
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| What is the procedure for remote attendance of the Annual Meeting? |
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| Does a shareholder have the right to supplement the agenda? |
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| What is the official language of the Annual Meeting?? |
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| What constitutes a quorum and how will votes be counted? |
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| Votes Required |
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| How do I vote? |
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| Revoking Your Proxy |
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| Proxy Solicitation Costs |
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| PROPOSAL NO. 1 ELECTION OF DIRECTORS |
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| Director Nominees |
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| Director Qualifications – General |
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| Qualifications for All Directors |
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| Qualifications, Attributes, Skills and Experience to be Represented on the Board as a Whole |
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| Summary of Qualifications of Nominees for Director |
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| Vote Required |
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| Recommendation of the Board |
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| PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS |
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| Background |
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| Vote Required |
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| Recommendation of the Board |
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| PROPOSAL NO. 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 |
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| Background |
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| Vote Required |
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| Recommendation of the Board |
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| PROPOSAL NO. 4 TO EXAM AND, WHERE APPROPRIATE, APPROVAL OF THE INDIVIDUAL ANNUAL ACCOUNTS’ PROPOSED RESULTS ALLOCATION, AS REQUIRED UNDER THE SPANISH LAW |
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| Background |
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| Vote Required |
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| Recommendation of the Board |
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| PROPOSAL NO. 5 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 |
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| Background |
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| Vote Required |
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| Recommendation of the Board |
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| PROPOSAL NO. 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 |
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| Vote Required |
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| Recommendation of the Board |
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| PROPOSAL NO. 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 |
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| Vote Required |
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| Recommendation of the Board |
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| ANNUAL REPORT ON FORM 20-F |
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| OTHER MATTERS |
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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.
GENERAL INFORMATION
Purpose of Annual Meeting
The purposes
of the Annual Meeting are to seek shareholder approval of the following proposals:
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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; |
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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; |
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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; |
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4. |
To exam and, where appropriate, approval of the individual annual accounts’ proposed results allocation, as required under the Spanish law; |
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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; |
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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. |
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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 |
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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.
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.
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.
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.
Votes Required
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.
How do I vote?
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.
Revoking Your Proxy
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.
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.
Proxy Solicitation Costs
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.
PROPOSAL NO. 1
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.
Director Nominees
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.
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.
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.
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 |
Vote Required
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.
Recommendation of the Board
The Board recommends a vote
FOR the election of the nominees listed above.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Background
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.
Vote Required
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.
Recommendation of the Board
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.
PROPOSAL NO. 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
Background
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.
Vote Required
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.
Recommendation of the Board
The Board recommends that you vote “FOR”
for the Individual Annual Accounts proposal.
PROPOSAL NO. 4
TO EXAM AND, WHERE APPROPRIATE, APPROVAL OF THE INDIVIDUAL ANNUAL ACCOUNTS’ PROPOSED RESULTS ALLOCATION, AS REQUIRED UNDER THE SPANISH
LAW
Background
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”.
Vote Required
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.
Recommendation of the Board
The Board recommends that you vote “FOR”
for the Individual Annual Accounts’ Proposed Results Allocation proposal.
PROPOSAL NO. 5
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
Background
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.
Vote Required
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.
Recommendation of the Board
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.
PROPOSAL NO. 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.
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.
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.
Vote Required
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.
Recommendation of the Board
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.
PROPOSAL NO. 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.
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. |
| 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. |
| 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.
Vote Required
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.
Recommendation of the Board
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.
ANNUAL REPORT ON FORM 20-F
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..
OTHER MATTERS
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 |
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