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Obrascon Huarte Lain (50ML)

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Wednesday 19 May, 2010

Obrascon Huarte Lain

AGM Resolution

RNS Number : 1588M
Obrascon Huarte Lain, S.A.
18 May 2010
 



London Stock Exchange

 

Madrid, May 18th 2010

 

Ref.- Notification of Significant Event: Ordinary General Shareholders' Meeting, Resolutions.

Dear Sirs;

The company, OBRASCON HUARTE LAIN, S.A. (OHL), in compliance with the provisions of the Securities Market Act, hereby reports the following Significant Event:

The Ordinary General Shareholders' Meeting, which was held today at first call, approved by majority vote the following RESOLUTIONS:

One.- To approve the Annual Accounts, comprised by the Balance Sheet, the Profit and Loss Account, the Statement of Changes in the Net Assets, the Cash Flow Statement and the Notes to the Annual Accounts, as well as the Management Report referring to the financial year ended 31 December 2009, both of the Company as well as of its Consolidated Group.

 

The Audit and Compliance Committee has issued a positive report on this proposal.

 

Two.- To approve the following proposal for the application of the Company's results for the 2009 financial year, in the amount of 59,288,040.13 euros, which is distributed in the following manner:

 

• The amount of 1,469,866.44 euros is applied to the Legal Reserve.

 

• The amount of 14,869,724.06 euros is applied to the Voluntary Reserve.

 

• Distribution and payment of a total gross dividend of 42,948,449.63 euros against the result for the year, which represents the payment of a gross dividend of 0.4306 euros per share of those shares currently in circulation. In the event that, on the date of payment of the dividend, any bought-back shares were to exist, the total amount of the dividend agreed will be reduced at the rate of 0.4306 euros per bought-back share.

 

• Payment of the dividend will take place on 1 June 2010 through the institutions belonging to the Management Company of the Securities Registration, Clearing and Settlement Systems.

 

The Audit and Compliance Committee has issued a positive report on this proposal.

 

Three.- To approve the management of the Company by the Board of Directors during the 2009 financial year.

 

The Audit and Compliance Committee has issued a positive report on this proposal.

 

Four.- To re-elect Deloitte, S.L. as the auditors of OBRASCON HUARTE LAIN, S.A., and of its Consolidated Group for a further period of one year, between 1 January and 31 December 2010, in accordance with article 204 of the Companies Act.

The Audit and Compliance Committee has issued a positive report on this proposal.

Five.- To authorise the Board of Directors of the Company in order that, in accordance with article 75.1 of the Companies Act, it may acquire Company shares, under any modality of transfer of shares admissible under law, either directly or through a subsidiary or an investee company, up to the maximum amount legally allowed. This authorisation is conferred for a period of 18 months and the acquisition of the shares may be made at a maximum price of 30 euros per share, without a minimum price limit, revoking the authorisation conferred in this regard at the Ordinary General Shareholders' Meeting of 5 May 2009 with respect to the unused part of such authorisation.

In accordance with article 75.1 of the Companies Act, the shares acquired may be used for distribution to the Company's employees or directors as part of their remuneration or as a consequence of any share option plans as may have been duly agreed.

The Audit and Compliance Committee has issued a positive report on this proposal.

Six.-

6.1. To re-elect Mr. Juan Luis Mato Rodríguez as a Director of the Company for a term of 6 years. Mr. Mato Rodríguez holds no executive position whatsoever in the Company, his appointment is not made on the proposal of any group of shareholders whatsoever and he has been proposed on the basis of a report by the Appointments and Compensation Committee as an independent director to the effects and purposes of the applicable legislation, the Company's Articles of Association and the relevant principles and standards of Good Governance.

6.2. To ratify the appointment of Mr. Alberto Miguel Terol Esteban as a Director of the Company for a term of 6 years, having been designated through co-optation by the Board of Directors to replace Mr. Jaime Vega de Seoane Azpilicueta, effective from 23 March 2010.

Mr. Terol Esteban holds no executive position whatsoever in the Company, his appointment is not made on the proposal of any group of shareholders whatsoever and he has been proposed on the basis of a report by the Appointments and Compensation Committee as an independent director to the effects and purposes of the applicable legislation, the Company's Articles of Association and the relevant principles and standards of Good Governance.

6.3. To ratify the appointment of Mr. Alvaro Villar-Mir de Fuentes as a Director of the Company for a term of 6 years, having been designated through co-optation by the Board of Directors to replace Mr. Jose Luís García-Villalba González, effective from 23 March 2010.

It is noted that the election of Mr. Alvaro Villar-Mir de Fuentes was proposed by Inmobiliaria Espacio, S.A., a company belonging to the Villar Mir Group, in representation of its interests as a shareholder, whereby, to the effects and purposes of the applicable legislation, the Company's Articles of Association and the relevant principles and standards of Good Governance, he will have the status of an external nominee director of the Villar Mir Group. The Appointments and Compensation Committee has issued a positive report on this proposal.

Seven.- To approve the report on the Board compensation policy prepared by the Board of Directors at its meeting of 9 March 2010.

The Appointments and Compensation Committee has issued a positive report on this proposal.

Eight.- To approve the report issued by the Board of Directors at its meeting of 23 March 2010 on the matters referred to in article 116 bis. of the Securities Market Act.

The Audit and Compliance Committee has issued a positive report on this proposal.

Nine.- In view of (i) the extraordinary alterations occurring in the securities markets since November 2007, when the Board of Directors approved the "Incentive Plan for Executive Staff of the OHL Group" based on the revaluation of the OHL share; (ii) the dilution of the share as a consequence of the capital increase made in 2009, and (iii) the addition of new executives to the OHL Group, to approve the amendment of the Incentive Plan in the following terms:

(i) To extend the duration of the Plan up to 1 April 2013. In view of (i) the extraordinary alterations occurring in the securities markets since November 2007, when the Board of Directors approved the "Incentive Plan for Executive Staff of the OHL Group" based on the revaluation of the OHL share; (ii) the dilution of the share as a consequence of the capital increase made in 2009, and (iii) the addition of new executives to the OHL Group, to approve the amendment of the Incentive Plan in the following terms:

(ii) To take 18 euros as the initial reference value of the share.

(iii) To amend the system applicable for cases where beneficiaries leave the Company in the course of the duration of the Plan, in such a way that the beneficiary must wait until the finalisation of the Plan in order to receive the incentive, without prejudice to the consideration of the beneficiary's permanence in the Company for the calculation thereof.

(iv) To Increase the number of units comprising the Plan by 184,033, in order to offset the dilutive effect of the capital increase carried out in 2009, bringing the total to 1,496,414 units, equivalent to 1.5% of the share capital. To the effects and purposes of the fourth additional provision of the Companies Act, participation in the Incentive Plan by 8 members of the senior management staff of the OHL Group is expressly approved, with an allotment of a total of 438,421 "units" equivalent to 0.44% of the share capital.

(v) As a consequence of the preceding amendments, to approve the new wording of the Terms and Conditions of the Plan in the terms stated in the documentation made available to the Shareholders and reported to the National Securities Market Commission (CNMV).

(vi) To adjust the equity swap arranged by the Company as hedging for the Plan to the new duration and number of units comprising it. The cost of the adjustment of the existing equity swap necessary is estimated at 1.4 million euros.

The Appointments and Compensation Committee has issued a positive report on this proposal.

Ten.- To approve the amendment of article 9 of the Company's Articles of Association, by rewording the said article as shown below:

"Article 9.- Issuance of bonds and other negotiable securities.

The Company may issue bonds or other negotiable securities in the terms established by law.

The General Meeting may delegate to the Board of Directors the power to issue bonds of any kind, warrants or other negotiable securities, including, as appropriate, the power of excluding the pre-emptive subscription right in the terms legally established in this regard. The Board of Directors may make use of this delegation once or on several occasions throughout a maximum period of five (5) years.

The General Meeting may likewise delegate to the Board of Directors the power to implement an issue agreed by the Meeting and to determine the time when such issue is to be carried out, establishing the rest of the terms not stipulated in the resolution approved by the General Meeting.

The Company may also provide its guarantee to the issues of securities made by its subsidiaries."

The Board of Directors has issued a report setting out the reasons in support of this proposal, which has been reviewed favourably by the Audit and Compliance Committee.

Eleven.- To acknowledge having been informed of the amendment of the Rules of Procedure of the Board of Directors, in accordance with the report submitted by the Board and made available to the shareholders.

The Audit and Compliance Committee has issued a positive report on this proposal.

Twelve.- To acknowledge having been informed of the use which the Board of Directors has made of the power to issue non-convertible straight bonds or debentures, delegated by the General Shareholders' Meeting on 26 November 2009, in accordance with the terms expressed by the Chairman in his intervention in the General Shareholders Meeting.

Thirteen.- To expressly empower the Chairman, Secretary and Deputy Secretary, in order that any one of them, vested with whatever attributions as may be necessary under the Law, may appear before a Notary Public for the purpose of formalising the resolutions adopted as a public instrument and take whatever steps as necessary until successfully registering such resolutions, as required, in the relevant public registers, as well as to comply with the legal requirement to deposit the annual accounts with the Commercial Registry and to execute, if necessary, documents clarifying or remedying the initial documents submitted, requesting, if appropriate, the partial registration thereof, depending on the oral or written indications of the Commercial Registry.

Likewise, the Board of Directors is empowered, in relation to the resolutions to be registered with the Commercial Registry, to introduce whatever clarifications or remedies as may be necessary until obtaining the full registration of such resolutions.

Fourteen.- To approve the Minutes of the Ordinary General Shareholders' Meeting.

 

Madrid, May 18th  2010

 


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