Obrascon Huarte Lain

Notice of AGM

RNS Number : 5304E
Obrascon Huarte Lain, S.A.
07 April 2011
 



London Stock Exchange

 

Madrid, April 7th 2011

 

 

Ref.: Notification of Significant Event: Call for the Ordinary General Shareholders' Meeting

 

 

Dear Sirs,

 

 

The company, OBRASCON HUARTE LAIN, S.A. (OHL), in compliance with current legislation, hereby reports the following Significant Event:

 

The Board of Directors of OBRASCON HUARTE LAIN, S.A., at its meeting of 22 March 2011, agreed to call the Ordinary General Shareholders' Meeting, which will take place in Madrid, at the Meliá Castilla Hotel, located at c/ Capitán Haya no. 43, on 23 May 2011, at 12:00 noon, on first call, and on 24 May 2011, at the same time and place, on second call, in order to adopt resolutions with respect to the following:

 

AGENDA

One. -                       Examination and approval, as appropriate, of the individual Annual Accounts (Balance Sheet, Profit and Loss Account, Statement of Changes in the Net Assets, Cash Flow Statement and Notes to the Annual Accounts) and the Management Report, referring to the 2010 financial year of OBRASCON HUARTE LAIN, S.A., as well as of its Consolidated Group.

Two.-                       Examination and approval, as appropriate, of the proposal for the distribution of the result for the year.

Three.-                     Examination and approval, as appropriate, of the management of the Company by the Board of Directors.

 

Four.-                       Re-election, as appropriate, of the Auditors of the Company and of its Consolidated Group.

 

Five.-                        Authorisation to enable the Company to buy back shares, either directly or through Group companies, in accordance with the provision made in the Revised Text of article 146 of the Companies Act.

Six.-                          Appointment and re-election of a Director.

Seven.-                    Approval of the amendment of articles 2, 6, 9, 10, 11, 12, 13, 14, 15, 17, 18, 19, 22, 23 and 24 of the Articles of Association to adapt them to the changes introduced by Legislative Royal Decree 1/2010, of 2 July 2010, approving the Revised Text of the Companies Act and Act 12/2010, of 30 June 2010, and in order to attribute the duties with respect to the OHL Group's Corporate Social Responsibility policy to the Audit and Compliance Committee.

Eight.-                      Approval of the change in the wording of article 4 of the Company's Articles of Association in order to systemise the description of the activities included in the corporate purpose, avoiding unnecessary repetition. 

Nine.-                       Amendment of articles 1, 2, 6, 7, 8, 10, 12, 13, 17, 18, 19, 23 and 24 of the Rules of Procedure of the General Shareholders' Meeting, pursuant to the changes introduced by Legislative Royal Decree 1/2010, of 2 July 2010, approving the Revised Text of the Companies Act.

Ten.-                         Report on the amendments to the Rules of Procedure of the Board of Directors of OBRASCON HUARTE LAIN, S.A., approved by the Company's Board of Directors and ratification wherever necessary.

 

Eleven.-                   Report on the Board of Directors' compensation policy.

 

Twelve.-                   Report and, if appropriate, ratification of the use made by the Board of Directors of the power delegated by the General Shareholders' Meeting in order to issue straight bonds or debentures.

 

Thirteen.-                Delegation of powers for the implementation, notarisation as a public document and registration of the foregoing resolutions and also in order to deposit the Annual Accounts with the Commercial Registry, as required by law.

Fourteen.-               Reading and approval, if appropriate, of the minutes of the Meeting.

 

RIGHT TO INFORMATION:

Shareholders have the right to examine at the Company's registered office, located in Madrid at Paseo de la Castellana, no. 259 D, Torre Espacio, or through the Company's website (www.ohl.es), as well as the right to be given or sent, at no cost, a copy of the following documents:

·     Annual Accounts (Balance Sheet, Profit and Loss Account, Statement of Changes in the Net Assets, Cash Flow Statement and Notes to the Annual Accounts) and the Management Report of the Company, referring to the 2010 financial year.

·     Annual Accounts (Balance Sheet, Profit and Loss Account, Statement of Changes in the Net Assets, Cash Flow Statement and Notes to the Annual Accounts) and the Management Report of the Consolidated Group, referring to the 2010 financial year.

·     Reports issued by the audit firm with respect to the Annual Accounts of the Company and of its Consolidated Group referring to the 2010 financial year.

·     Annual Corporate Governance Report for the 2010 financial year.

·     Report on the Board of Directors' Compensation Policy.

·     Report on the amendment of articles 2, 6, 9, 10, 11, 12, 13, 14, 15, 17, 18, 19, 22, 23 and 24 as well as of article 4 of the Company's Articles of Association.

·     Report on the amendments to articles 1, 2, 6, 7, 8, 10, 12, 13, 17, 18, 19, 23 and 24 of the Rules of Procedure of the General Shareholders' Meeting.

·     Report on the amendments to articles 5, 6, 14, 15, 18, 19, 23, 25, 27, 31, 32, 33, 35, 36 and 37 of the Rules of Procedure of the Board of Directors.

·     Report on the use of the power delegated by the General Shareholders' Meeting for the issuance of straight bonds or debentures.

·     Resolutions proposed by the Board of Directors in relation to the items on the agenda, including the professional biographical profile of the director whose appointment is proposed.

Up to the seventh day prior to the date scheduled for holding the Meeting, shareholders may request from the Board of Directors any information or clarification they may consider necessary concerning the matters included on the agenda or ask any questions, in writing, as they may deem pertinent.  Likewise, they may request information or clarification or ask questions in writing about the information accessible by the public as provided by the Company to the National Securities Market Commission since the last General Meeting.  For this purpose, shareholders may approach the Shareholder Relations Department (telephone 91.348.44.71, or [email protected]).

 

In accordance with the Law and without prejudice to the provision made in article 11 of the Rules of Procedure of the General Meeting, shareholders representing at least 5% of the share capital may request the publication of a supplement to the notice of a General Shareholders' Meeting including one or more items on the Agenda.  The exercise of this right must be made by means of a certified notification which must reach the Company's registered office within a time limit of 5 days following the date of publication of the notice of the Meeting.

 

ELECTRONIC SHAREHOLDERS FORUM

 

Pursuant to article 528.2 of the Companies Act, OBRASCON HUARTE LAIN, S.A. has set up an Electronic Shareholders Forum on its website (www.ohl.es), on the occasion of the call for the forthcoming General Meeting, which can be accessed with the appropriate guarantees both by individual shareholders as well as by any voluntary associations as may be formed in accordance with current legislation, for the purpose of facilitating their communications prior to the holding of the said General Meeting.

 

The Forum can be used for publishing any proposals as shareholders may wish to present as a supplement to the Agenda announced in the notice of the Meeting, requests for joining in support of such proposals, initiatives for achieving the percentage sufficient for exercising a minority right as provided for in the law, as well as voluntary proxy offers or requests.

 

The Forum is not a channel of communication between the Company and its shareholders and has been set up solely for the purpose of facilitating communications among the shareholders of OBRASCON HUARTE LAIN, S.A. on the occasion of the  General Meeting.

 

For access to and use of the Electronic Forum, shareholders must obtain a specific password through the OHL website (www.ohl.es), by following the instructions and terms and conditions of use of the Forum which appear in the space devoted to the General Shareholders' Meeting 2011.

 

ATTENDANCE AND PROXY RIGHTS:

 

In accordance with the provision made in article 13 of the Company's Articles of Association, all of the Company's shareholders may attend the General Meeting.  An indispensable requirement to be met in order for shareholders to have the right to participate in discussions and vote at the Meeting is that they must have registered their shares in the Share Register five days in advance of the date scheduled for the Meeting and must obtain the relevant attendance card.  This card may be replaced by a certificate of entitlement, issued for this purpose by the relevant custodial institution.

 

Shareholders who do not attend the Meeting may be represented by another person, even though such proxy is not a shareholder, following compliance with the relevant legal requirements and formalities.

 

The General Meeting is expected to take place on first call.

 

At Madrid, on 22 March 2011.

 

 

The Secretary of the Board of Directors

Daniel García-Pita Pemán

 

 

 


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