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Obrascon Huarte Lain (50ML)

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Monday 23 May, 2011

Obrascon Huarte Lain

Annual Shareholders Meeting Resolutions

RNS Number : 1331H
Obrascon Huarte Lain, S.A.
23 May 2011
 



London Stock Exchange

 

Madrid, May 23rd 2011

 

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  December 31, 2010, both of the Company as well as of its Consolidated Group.

Two.-              To approve the following proposal for the application of the Company's results for the 2010 financial year:

·     Distribution and payment of a total gross dividend of 48,902,983.86 euros, of which 5,425,685.79 euros refer to the profit for the year and 43,477,298.07 euros to Voluntary Reserves, representing payment of a gross dividend of 0.4903 euros per share of those shares currently in circulation. In the event that, on the date of payment of the dividend, any treasury shares were to exist, the total amount of the dividend agreed will be reduced at the rate of 0.4903 euros per treasury share.

 

·     Payment of the dividend will take place on June 1, 2011 through the institutions members of the Management Company of the Securities Registration, Clearing and Settlement Systems.

Three.-           To approve the management of the Company by the Board of Directors during the 2010 financial year.

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   January 1 and  December  31, 2011, in accordance with article 264 of the Companies Act.

Five.               To authorise the Board of Directors of the Company in order that, in  accordance with article 146 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 5 years and the acquisition of the shares may be made at a maximum price of 60 euros per share, without a minimum price limit.

To revoke the authorisation conferred in this regard at the Ordinary General Shareholders' Meeting of May 18, 2010 with respect to the unused part of such authorisation.

In accordance with article 146 1 a) 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 stock option plans as may have been duly agreed.

Six.-               To re-elect Mr. Baltasar Aymerich Corominas, as a Director of the Company for a term of 6 years. Mr. Aymerich Corominas has been 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 Bylaws and the relevant principles and standards of Good Governance, he will have the status of an external nominee director of the Villar Mir Group.

His professional biographical profile is as follows:

Holder of a Licentiate degree in Economics, he has held a number of positions of responsibility in the Public Administration. He was Executive Chairman of Sintel and Telefónica Sistemas, Managing Director of Caja Postal and President of the Financial Corporation of Caja Postal. At the present time, he is a business consultant specialized in the field of strategy and development and corporate expansion and is a consultant to the Chairman of the Villar Mir Group.

Seven.- To approve the amendment of articles 2, 6, 9, 10, 11, 12, 13, 14, 15, 17, 18, 19, 22, 23 and 24 of the Bylaws in order to adapt them to the changes introduced by Legislative Royal Decree 1/2010, of July 2, approving the Revised Text of the Companies Act, and Act 12/2010, of June 30.  The said articles are now worded as follows, and the amendments proposed are shown in bold print:

"Article 2.- Registered office

The Company shall have its registered office in Madrid, at Paseo de la Castellana, 259 D, Torre Espacio, and the Board of Directors is empowered to establish branches, agencies, delegations and representative offices anywhere in Spanish territory or abroad.

The Board of Directors may also relocate the registered office in the terms of Article 9.1 of the Companies Act (Ley de Sociedades de Capital)."

 

"Article 6.- Capital increase

The Board of Directors, with the relevant delegation of powers by the General Shareholders' Meeting, may establish the dates of implementation of resolutions previously adopted for capital increases and establish the terms and conditions of such increases in any aspects not specifically provided for in the resolution adopted by the General Meeting.

Likewise, pursuant to the appropriate delegation of powers by the General Meeting, it may decide, on one or several occasions, to proceed with an increase of the share capital up to a specific limit, at the times and in the amounts it deems appropriate, without the need for consulting the General Shareholders' Meeting previously, in the terms of Art. 297 of the current Companies Act (Ley de Sociedades de Capital).

Under the delegation made by the General Meeting, the Directors are empowered to restate the article of the Corporate Bylaws establishing the share capital once the increase has been agreed and concluded."

 

"Article 9.- Bond issues

The Company may issue numbered series of bonds or other securities represented by book entries that recognize or create a debt.

The securities issued by the Company and represented by book entries shall be subject to the procedure for debentures established in Title  XI and  Chapter V of Title XIV of the Companies Act (Ley de Sociedades de Capital) and Royal Decree 116/1992, of February 14."

 

"Article 10.- Governing bodies of the Company

The government, management and representation of the Company shall be entrusted to the General Shareholders' Meeting and to the Board of Directors within the scope of their respective powers.

General Shareholders' Meetings may be Ordinary or Extraordinary. Any General Meeting other than the Meeting stipulated in Art. 164 of the Companies Act (Ley de Sociedades de Capital) shall be an Extraordinary Meeting.

No matters other than those expressly stated in the notices of calls for Meetings or the supplements thereto may be discussed at either Ordinary or Extraordinary General Meetings."

 

"Article 11.- General Meetings

The shareholders, lawfully convened as a General Meeting, shall decide by simple majority on the matters that come under the responsibility of the Meeting.

The resolutions of the General Meetings shall be binding on all shareholders, including dissenting shareholders and those absent from the Meeting."

 

"Article 12.-   The Chairman of the Meeting

The General Meeting shall be presided over by the Chairman of the Board of Directors.

In his absence, the Meeting shall be presided over by the Deputy Chairman of the Board of Directors and, otherwise, by the person elected in each case by the shareholders attending the meeting.

The Chairman shall be assisted by a Secretary, who shall be the Secretary of the Board of Directors or, otherwise, the person designated by the shareholders attending the Meeting."

 

 

 

 

"Article 13.- Attendance, proxy and voting rights.

A) Right of attendance.

All shareholders may attend the General Meetings however, in order to have the right to speak and to vote, their shares must have been previously registered in the Share Book at least five days in advance of the date on which the Meeting is to be held.

For admission to the General Shareholders' Meetings, a personal and non-transferable card shall be given to each Shareholder who so requests and is entitled to attend, and the said card shall contain the mentions established by the Law and these Bylaws; the card may be replaced by a certificate of entitlement issued, for such purpose, by the relevant custodial entity, in accordance with the entries made in the Share Book.

Shareholders having this right may attend the General Meeting, held at the place stated in the notice of the Meeting, by using electronic or remote means of communication, provided that, whenever the state-of-the-art allows, the Board of Directors decides to approve such procedures, stating in the notice  the means that can be used for this purpose.  These means must meet the security requirements established by law in order to guarantee the identity of the shareholders, the effectiveness of their rights and the proper transaction of the business of the meeting. In any case, the voting rights and the right to information of the shareholders who attend the Meeting through such means shall be exercised through the electronic means of remote communication deemed appropriate in these Bylaws.

The Rules of Procedure of the General Shareholders' Meeting may attribute to the Board of Directors and to the Chairman of the General Shareholders' Meeting the power to establish:

-        The minimum time in advance by which the connection must be made for a shareholder to be deemed to be present.

-        The interval of time, while the meeting is being held, during which the shareholders present through remote systems may exercise their right to information and their voting rights. The directors may determine that the opinions to be voiced and proposed resolutions to be put forward by those shareholders who are going to attend by telematic means should be sent to the Company prior to the opening of the Meeting. The replies to the shareholders who exercise their right to information during the Meeting shall be given in writing within a period of seven days following the end of the Meeting.

-        The methodology for drawing up the attendance list of the Meeting.

The Rules of Procedure may empower the Board of Directors and the Chairman of the Shareholders' Meeting to apply these restrictions, in response to any incidents as may arise in the course of the meeting.

Should the communication be interrupted or ended for technical reasons not attributable to the company or for security reasons arising from supervening circumstances beyond its control, such circumstances may not be alleged as an unlawful deprivation of the shareholders' rights.

The Chairman and the Secretary and, if applicable, the Notary Public, shall have direct access to the connection enabling attendance at the Meeting, in such a way as to ensure that they are directly and immediately informed of any communications made by the shareholders attending through remote means and of the representations made by them.

B) Right to be represented by a proxy.

Any shareholder having the right to attend may be represented at General Meetings by another person, who need not be a shareholder. Proxies shall be appointed in writing.

Shareholders may also appoint proxies through electronic or remote communications systems that duly guarantee the proxy conferred and the identity of the constituent. Proxies appointed through such means shall be admitted, provided that the relevant electronic document includes the recognized electronic signature used by the constituent or any other signature accepted under a resolution adopted previously in this regard by the Board of Directors, on providing, in accordance with the Law, adequate guarantees of authenticity and identification of the shareholder appointing the proxy. In the notice of the call for each General Meeting, the Board of Directors shall establish the procedure, requirements, system and time limit for granting proxy and for remitting to the company the proxies or delegations of voting rights issued electronically or through remote communications systems and for their eventual revocation. Such circumstances shall be stated in the notices of the calls for General Meetings.

C) Voting rights.-

Each share confers the right to one vote.

Shareholders having the right to attend may cast their vote on the proposals referring to items on the agenda of any Shareholders' Meeting by:

a)       Post, enclosing the attendance and voting card obtained from the Company, duly signed and completed.

b)       Other means of remote electronic communication, provided that the electronic vote through which they exercise their voting right includes a recognized signature used by the shareholder, or any other kind of signature  deemed suitable through a resolution adopted previously in this regard by the Board of Directors, on providing, in accordance with the Law, adequate guarantees of authenticity and identification of the shareholder exercising his voting right.

In the resolution for calling each Meeting, the Board of Directors shall determine the procedure, requirements, system and time limit for the exercise and remittance to the Company of the distance voting right and for the eventual revocation thereof. Such circumstances shall be stated in the notices of the calls for Meetings.

The Rules of Procedure of the General Shareholders' Meeting shall establish the time in advance of the date of the meeting by which distance votes must be received by the Company and, in any case, those votes received within ten days as from the date of the call notice shall be accepted. The Board of Directors may extend the time limit for the receipt of votes and shall specify the time limit applied in the relevant call notice.

Shareholders who cast distance votes in the terms of this article shall be deemed to be present for the purposes of the convening of the Meeting. Therefore, delegations of voting rights made previously shall be understood to be revoked and those conferred subsequently shall be deemed not to have been made.

The distance votes referred to in this article may be rendered null and void:

a)           By subsequent express revocation through the same means used to cast the vote and within the time limit established for voting;

b)           By attendance at the meeting by the shareholder who delegated his voting rights, either in person or through the remote means of communication referred to in section A) of this article.

c)           By the sale of the shares conferring the voting right, which comes to the attention of the Company at least five days in advance of the date scheduled for the Meeting."

 

"Article 14.- Ordinary General Meeting

The Ordinary General Shareholders' Meeting shall be called and held necessarily within the first six months of each financial year to review the management of the company, to approve, if appropriate, the financial statements of the previous financial year and to decide on the application of the result for the year.

The Ordinary General Shareholders' Meeting shall be called by the Board of Directors through a notice published in the Official Gazette of the Commercial Registry and on the Company's website, at least one month in advance of the date on which it is to be held.

The proposal for the allocation of profits and the notes to the annual accounts, together with the report issued by the Auditors on the financial statements and the management report, shall be made available to the shareholders as from the date of the call for the General Meeting."

"Article 15.- Extraordinary General Meeting

Any Meeting other than the Meeting defined in Article 14 shall be considered an Extraordinary General Meeting and shall be called by the Board of Directors whenever the Board considers a Meeting to be advisable or necessary in the interest of the Company.

The Board of Directors shall also call a General Meeting when so requested by a number of shareholders owning, at least, five per cent of the share capital, stating in their request the matters to be discussed at the Meeting.

In this case, the Meeting shall be called in order to be held within the month following the date on which the Directors were requested, through a Notary Public, to call it.

The Directors shall draw up the Agenda, which must necessarily include the matters stated in the request for the Meeting.

Shareholders representing at least 5% of the share capital may request the publication of a supplement to the notice of the call for a General Shareholders' Meeting, including one or more additional items on the Agenda. Such right shall be exercised through a duly attested notification to be received at the Company's registered office within 5 days as from the date of publication of the notice of the call for the Meeting. The supplement to the call shall be published at least 15 days in advance of the date scheduled for the Meeting."

"Article 17.- Attendance quorum

For the Ordinary or Extraordinary General Shareholders' Meeting to be able to decide validly  on bonds issues, the increase or reduction of capital, the transformation, merger or spin-off or the global transfer of the assets and liabilities of the Company, the elimination or restriction of the pre-emptive right to the purchase of new shares, the relocation of the registered office outside of the country  and, in general, any amendment to the Bylaws, the attendance, on first call, by shareholders present in person or by proxy owning at least fifty per cent of the subscribed voting capital shall be required.

On second call, the attendance of twenty-five per cent of the voting capital of the Company shall suffice.

In the event that shareholders representing twenty-five percent or more of the voting capital subscribed without reaching fifty per cent of the voting capital are in attendance, the resolutions referred to in the first paragraph may only be validly adopted with the affirmative vote of two-thirds of the capital present or represented at the Meeting."

"Article 18.- Universal Meeting

Notwithstanding the provisions made in the preceding articles, the Meeting shall be deemed to be validly convened to discuss any matter, provided that the entire share capital is present or represented and those in attendance unanimously accept that the Meeting be held."

 

"Article 19.- Adoption of resolutions

The resolutions of Shareholders' Meetings shall be recorded in a Minutes Book.

The Minutes, and any certificates issued thereof, shall be authorized by the Chairman and by the Secretary.

The Minutes of the Meeting may be approved by the Meeting itself on adjournment and, failing this, within a time limit of fifteen days, by the Chairman and two shareholders as controllers, one representing the majority and the other representing the minority.

Resolutions may be implemented as from the date of approval of the Minutes in which they are recorded."

 

"Article 22.- Powers of the Board of Directors

The powers of Board of Directors shall particularly include the following, without prejudice to the application of the provisions made in Arts. 233 and 234 of the Companies Act (Ley de Sociedades de capital).  Consequently, the powers listed below shall not restrict, in any way whatsoever, those powers established in the aforementioned Articles:

a) To acquire, alienate, mortgage, pledge and encumber any real or movable property, certificates or securities and rights in rem or ad personam of any kind and to carry out in respect of such assets and rights any acts or contracts of a civil or commercial nature, of management or absolute ownership, without exception, including the establishment, amendment and redemption of mortgages and any rights in rem whatsoever.

b) To give and receive money on loan secured by mortgage, pledge or personal surety, and to formalize, without limitation, guarantees of any kind, including sureties or bonds.

c) To represent the Company before the Central Government, Autonomous Communities, Public Corporations, Authorities, Companies, private persons, Courts and Higher Courts both in ordinary as well as special jurisdictions.

d) To reach settlements in respect of assets and rights and to submit to the decisions of arbitrators at law or in equity such questions or disputes as may be resolved through such proceedings.

e) To delegate the right to sign on behalf of and to represent the Company to any person or persons, conferring the powers deemed appropriate in each instance.

f) To decide on the appointment and dismissal of personnel.

g) To found and incorporate Companies and Enterprises, regardless of their form and nature, associated with the corporate purpose.

h) To hold, without any limitation whatsoever, all of the delegable powers of the General Meeting and, therefore, to represent the Company at all acts included within the corporate purpose delimited in the Bylaws."

 

"Article23.- Organization and operation of the Board of Directors.

The Board of Directors shall be governed by the following rules:

a)   The Board shall appoint a Chairman from among its members. The Board may appoint from among its members one or more Deputy Chairmen, with the duties it may establish at any time. It may also appoint a Secretary and a Deputy Secretary as a replacement in the event of absence, neither of whom need to be a Director.

b)   The Directors shall hold their offices for a term of six years, counting from the date of their appointment.

They may be re-elected indefinitely for further six-year periods.

In the event of a vacancy, the Board may appoint a Director from among the shareholders to fill the vacancy on a provisional basis, submitting the appointment to the approval of the next General Meeting to be held.

c) The Board shall meet whenever it is called by the Chairman or by the person acting in such capacity or whenever a meeting is requested by two directors. The resolutions of the Board, adopted at a duly called meeting, shall be valid, provided that at least half plus one of the Directors are present in person or by proxy at the meeting at which they are approved. Each Director may appoint another Director to act as his proxy, but none of those present may represent more than two absent members. Resolutions shall be adopted by a majority of votes.

The discussions and resolutions of the Board shall be recorded in a Minutes Book. The Minutes, and the certificates issued thereof, shall be authorized by the Chairman and the Secretary

d) The Board may delegate its powers to one or more managing directors or to an Executive Committee. The Board may also designate other committees to be responsible for certain affairs or matters.

In no event may the rendering and preparation of accounts or the specific powers conferred upon the Board by the General Shareholders' Meeting be delegated, unless, in the latter case, express authorization is obtained from the Meeting. Neither may any powers established as non-delegable in the rules approved by the Board in the exercise of the power attributed to it under article 249.1 of the Companies Act (Ley de Sociedades de Capital) be delegated.

The permanent delegation of powers to the Managing Director or to the Executive Committee shall require the affirmative vote of two-thirds of the members of the Board to be valid and shall not become effective until registered in  the Commercial Registry.

The Board may also appoint attorneys in fact and managers, with the powers delegated to them in each case.

e) The Chairman of the Board of Directors is responsible for the following: (1) to call Board meetings and General Shareholders' Meetings in accordance with the Law and these Bylaws; (2) to chair the Board of Directors' meetings and the General Shareholders' Meeting, directing and moderating the discussions; (3) to countersign the certificates of the minutes of resolutions adopted by the governing bodies of the Company as stipulated in the Commercial Registry Regulation and other applicable legal provisions; (4) to represent the Company in the execution of contracts and in the performance of actions agreed by the General Meeting or the Board of Directors within their respective areas of responsibility, without prejudice to the powers and authority conferred by such bodies upon other persons; (5) any other duties and powers attributed to them by these Bylaws or the Law.

f) The Board of Directors shall appoint an Audit Committee from among its members. The Audit Committee shall have no less than three and no more than seven members, and the number of members shall be established by the Board of Directors. All of the members of the Audit Committee must be Directors who are not executives of the Company and who do not maintain a contractual relationship other than status under which they are appointed. The Audit Committee shall have the powers and be subject to the operating rules set out below.

Without prejudice to other tasks as may be attributed to it by Law, by the General Meeting or by the Board of Directors, the Audit Committee shall have the following basic responsibilities:

1.- To report at the General Shareholders' Meeting on any matters within its scope of responsibility raised by the shareholders at the meeting and to consider the suggestions made on the matter in question by the shareholders, the Board of Directors and the executives of the Company.

2.- To propose the appointment of the auditor, the terms and conditions of his engagement, the scope of his  professional mandate and, as appropriate, the revocation or non-renewal of the appointment.

3.- To establish the appropriate relations with the  external auditors, to assess the results of each audit and the responses of the management team to its recommendations and to mediate in the event of discrepancies between the auditors and the management team in relation to the principles and standards applicable in the preparation of the financial statements, as well as to receive information on those matters as may jeopardize the independence of the auditors and any others relating to the audit process, in addition to those other communications stipulated in audit legislation and technical auditing standards. In any case, each year the Committee must receive from the auditors written confirmation of their independence with respect to the Company or entities directly or indirectly related to it, as well as the information on the additional services of any kind provided to the Company by the auditors, or by the persons or entities associated with them, in accordance with the provisions of the Law.

4.- To issue a report annually, prior to the issuance of the audit report, in which the Committee shall give an opinion on the independence of the auditors. This report must give an opinion, in any case, on the provision of the additional services referred to in the preceding paragraph.

5.- To supervise compliance with the audit agreement, ensuring that the opinion on the financial statements and the principal contents of the audit report are drawn up clearly and accurately.

6.- To supervise the effectiveness of the internal control, the Company's internal audit services and the risk management services, as well as to review the appointment and replacement of the persons in charge of these services and to discuss with the auditors the significant weaknesses of the internal control system detected in the course of the audit.

7.- To supervise the process of preparation and presentation of the financial information and to review the appointment and replacement of the persons responsible for this process.

8.- To review the Company's accounts, oversee compliance with the legal requirements and the proper application of generally accepted accounting principles and report on the proposals for amendment of the accounting principles and standards suggested by the management.

9.- To review the prospectuses and regular financial information to be made available by the Board to the markets and regulatory bodies.

10.- To examine compliance with the Internal Rules of Conduct in the Securities Market, the Rules of Procedure of the Board of Directors, the Rules of Procedure of the General Shareholders' Meeting, the OHL Group Code of Conduct and, in general, the Company's rules of governance, and to make the necessary proposals for their improvement. In particular, the Audit Committee shall be responsible for receiving information and, if appropriate, issuing reports on disciplinary measures imposed upon the Company's senior management team.

11.-  To report to the Board, prior to the adoption of resolutions concerning the creation or acquisition of stakes in special purpose entities or entities registered in countries or territories considered to be tax havens.

12-  To identify, propose, direct, drive and supervise the OHL Group's Corporate Social Responsibility policy and prepare the annual Corporate Social Responsibility Report.

§   The Audit Committee shall appoint from among its members a Chairman, who must have independent status. In the absence of the Chairman, the most senior non-executive director shall preside over the meetings. The Chairman shall be appointed for a maximum term of four years and may be reelected after one year has elapsed from the end of his term of office. The Secretary of the Board of Directors and, in his absence, the Deputy Secretary of the Board, shall act as Secretary. Minutes shall be drawn up to record the resolutions adopted at each meeting, and the contents thereof shall be reported in full to the plenum of the Board.

§   The Audit Committee shall meet on a regular basis, as necessary and at least four times per year. One of the meetings must necessarily be called in order to assess the efficiency of and compliance with the rules and procedures of governance of the Company and to prepare the information to be approved by the Board of Directors and included in its yearly public documents. Committee meetings shall be called by the Chairman, who shall do so at the request of the Chairman of the Board of Directors or of two members of the Committee itself.

Meetings of the Committee at which at least half plus one of its members are present in person or by proxy shall be valid. Resolutions shall be adopted by an absolute majority of the members present at the Committee meeting. Voting by written ballot and without a meeting shall only be accepted, if none of the members objects to such procedure.

§   All members of the management team or personnel of the Company asked to attend shall be under the obligation of attending the meetings of the Audit Committee and to provide the Committee their cooperation and access to the information they hold. The Committee may also request that the Auditors attend its meetings.

For the most effective discharge of its duties, the Audit and Compliance Committee may seek consultancy from external professionals, for whose engagement consent shall be requested from the Board of Directors, which shall not refuse such consent unless it does so on a reasoned basis in the interests of the Company."

 

"Article 24.- Financial Year

The financial year shall coincide with the calendar year.

For the approval of the financial statements, the management report and the proposal for the application of the result for the year, the rules contained in Titles VII and XIV Chapter IX of the Companies Act (Ley de Sociedades de capital) shall apply.

The net profit of the financial year after making provision for the payment of taxes and applying the legal deductions shall be distributed as follows:

a) An amount equal to ten per cent of the profit for the year shall be allocated to the legal reserve until such reserve reaches an equivalent of twenty per cent of the share capital.

The legal reserve, until it exceeds the aforementioned limit, may only be allocated to offset losses if no other available reserves exist in a sufficient amount for such purpose.

b) Distribution of dividends to the shares in proportion to their respective subscribed par value.

c) The compensation of the directors shall be established by the General Meeting as a fixed amount to be distributed among the members of the Board of Directors according to the criteria established in each case by the General Meeting or, otherwise, according to distribution criteria to be established by the Board of Directors itself.

Notwithstanding the foregoing, the remuneration of the Directors may also consist of shares, stock options or be tied to the share price, following a resolution to be adopted by the General Shareholders' Meeting, which must include, at least, the points contained in article 219  of the Companies Act (Ley de Sociedades de Capital).

The compensation considered in this article shall be compatible with and independent of the salaries, remuneration, indemnities, pensions or considerations of any kind established in general or specifically in each contract for those members of the Board of Directors who have an employment relationship (ordinary or senior management contract) with the Company or who provide services  to the Company in any other way, which shall be understood to be compatible with the status of a member of the Board of Directors, without prejudice to the inclusion of such items of remuneration in the notes to the annual accounts pursuant to article 200.12 of the Companies Act and other applicable provisions.

d) To the voluntary reserve in the amount deemed advisable by the General Meeting.

e) To any other purpose as the General Meeting may determine.".

Eight.- To approve the amendment of the wording of article 4 of the Company's Bylaws as follows, in order to systemise the description of the activities included in the corporate purpose, thereby avoiding unnecessary repetition.

"Article 4.- Corporate Purpose

The Company has as its purpose:

A) In general, to carry out, both in the public as well as the private sphere, on a domestic or international level

a)       The study and construction of all kinds of works, whether public or private,

b)      The promotion, development construction and operation of all categories of infrastructures, services and concessions of all kinds, 

c)       The promotion, development construction and operation of all categories of industrial and engineering projects

B) In particular:

a)   The acquisition through purchase, claim or concession and the exploitation and sale of land, mines, quarries, water resources developments, workshops, industries or services activities, of any kind or category associated with the construction sector.

b)   The construction, operation, upkeep, maintenance, cleaning and sanitizing and sale of all kinds of dwellings, apartments, housing developments, buildings, offices, business premises, industrial buildings and parks, both residential as well as industrial, and of all kinds of real estate, as well as of urban agglomerations, street furniture, monuments and heritage buildings, gardens, forests, water supply networks and sewage systems, and waste water treatment plants, by designing and performing both the necessary infrastructure works as well as the building work, and to this end, carrying out all kinds of principal, secondary or accessory activities as may relate to the corporate purpose of the construction, operation and sale of real estate reflected in this paragraph, including among such activities the construction, performance, maintenance and repair of equipment and installations associated with water, gas, air-conditioning, heating, computer science, office automation, telecommunications, electricity and electronics, electro medicine and machinery in general, as well as security and fire-protection.

c)   The performance of activities associated with the haulage of construction materials, wastes in general and industrial and urban wastes in particular, and the conveyance of passengers.

d)   The provision of qualified services for the sterilisation of healthcare materials and for the restoration of works of art.

e)   The provision of water treatment services and the treatment and incineration of urban wastes, sludge and wastes in general.

f)    The provision of information technology and communications services, such as maintenance and repair services for computer and telecommunications equipment and installations.  

C) In order to achieve its corporate purpose, the Company may:

a)               carry out the aforementioned activities indirectly, in whole or in part, by holding shares or stakes in companies with the same or a similar purpose.

b)              participate, without any restriction whatsoever, in calls for tenders, auctions, or any other legal procedures as may be established, submitting in this regard all kinds of tenders and completing all of the formalities necessary without  exception:"

Nine.- To amend 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 July 2, approving the Revised Text of the Companies Act and Act 12/2010, of June 30. The said articles are now worded as follows, and the amendments proposed are shown in bold print:

Article 1.-  The General Shareholders' Meeting of OHL, S.A.

The shareholders assembled at the duly convened General Meeting shall decide on those  matters  which are the prerogative of the General Meeting by a simple majority.

All shareholders, including dissenting shareholders and those who did not attend the Meeting, are subject to the resolutions passed by the General Meeting.

The Board of Directors shall promote the informed participation of the shareholders at the General Shareholders' Meetings and shall adopt all those measures as appropriate in order to enable the General Shareholders' Meeting to effectively perform the duties which are its responsibility under the Law and the Bylaws.

 

Article 2.-        Website.

The Company has a website for facilitating the exercise by shareholders of their right to information and for disseminating the significant information required by  securities market legislation. The Company shall provide the following information on the website as a minimum requirement:

·     Current Bylaws.

·     Rules of Procedure of the Board of Directors, Rules of Procedure of the General Shareholders' Meeting, Internal Rules of Conduct in the Securities Market and other current corporate standards.

·     Composition of the Board and its Committees.

·     Identification of the shareholders with stable, direct and indirect shareholdings and their representation on the Board, as well as all of the para-corporate agreements among shareholders of which the Company is aware.

·     Direct or indirect shareholdings of each of the members of the Board of Directors of which the Company is aware.

·     Significant events reported to the CNMV (National Securities Market Commission).

·     The financial information reported on a regular basis to the CNMV, referring to the current financial year and the two previous years.

·     Treasury share position and significant changes in the position.

·     Annual Accounts and Management Report for the last two financial years together with the external auditors' report.

·     Summary of presentations to financial analysts and institutional shareholders.

·     Notices of the calls for General Shareholders' Meetings and information relating to the Meetings, in the terms indicated below.

·     Information on the events of the General Meetings held.

·     Reports on Corporate Governance.

·     Channels of communication existing between the Company and the shareholders.

·     Means and procedures for granting proxy at General Meetings.

·     Means and procedures for exercising distance voting.

·     Information on other matters of interest in relation to the Company's business.

·     The content expressly stipulated in article 17 of these Rules of Procedure.

Whenever, in the opinion of the Board of Directors, the publication of any item of information could be detrimental to the interests of the Company, it may decide not to publish such information on the website. The Board of Directors may delegate this power to one of its members.

 

Article 6.- Notices

The General Shareholders' Meeting must be called by the Board of Directors by means of a notice published in theOfficial Gazette of the Commercial Registry and on the Company's website. If the Board of Directors deems such action advisable, it may decide on the additional publication of the call in other media. The call for the Meeting must be published at least one month in advance of the date on which it is scheduled to be held.

Notwithstanding the provision made in the preceding paragraph, as soon as the Board of Directors is aware of the likely date for holding a Meeting, it shall advise of such date on the website.

 

Article 7.- Call for a Meeting at the request of shareholders

The Board of Directors must call an Extraordinary General Shareholders' Meeting whenever  so requested by shareholders owning at least five percent of the share capital, stating in the request those matters to be discussed at the Meeting.

In this case, the Meeting shall be called in order to be held within the month following the date on which the Directors were requested, through a Notary Public, to call it.

The Directors shall draw up the Agenda, which must necessarily include the matters stated in the request for the Meeting.

Shareholders representing at least 5% of the share capital may request the publication of a supplement to the call for a General Shareholders' Meeting, including one or more items on the Agenda.  Such right must be exercised through a duly attested notification to be received at the Company's registered office within 5 days as from the date of publication of the notice of the call for the Meeting. The supplement to the call shall be published at least 15 days in advance of the date scheduled for the Shareholders' Meeting.

 

Article 8.-  Right of attendance.

All shareholders may attend the General Meetings however, in order to have the right to take the floor and to vote, they must have their shares registered in the relevant Share Book at least five days in advance of the date on which the Meeting is to be held.

Attendance by electronic or telematic means will be accepted provided that, whenever the state-of-the-art allows, the Board of Directors so decides, in accordance with the provision made in article 13 of the Bylaws.

The Board of Directors, in accordance with paragraph A) article 13 of the Bylaws, shall determine, on the occasion of the call for each General Meeting:

-        The minimum time in advance by which the connection should be made for a shareholder to be deemed to be present.

-        The interval of time, while the meeting is being held, during which the shareholders attending through remote systems may exercise their right to information and their voting rights or, as appropriate, that the opinions to be voiced and the proposed resolutions to be put forward by those shareholders who are going to attend by telematic means should be sent to the Company prior to the opening of the Meeting.

-        The methodology for drawing up the attendance list of the Meeting.

The preceding determinations may be delegated by the Board of Directors, fully or partially, to the Chairman of the Meeting.

Any change in the requirements established for the exercise of the right of attendance at General Shareholders' Meetings must always be determined in a resolution passed by the General Meeting itself.

The Board may invite third parties who are not shareholders to attend the General Shareholders' Meeting, if it deems this appropriate or advisable for the interests of the Company.

 

Article 10.-  Proxy

Attendance by proxy may be arranged by any of the procedures provided for in article 13 of the Bylaws.

Public requests for proxy votes made by the Board of Directors or by any of its members must justify in detail which way the proxy will vote in the event that the shareholder does not give instructions and, when applicable, disclose the existence of conflicts of interest.

The Director who obtains the proxy may not exercise the voting right pertaining to the shares represented on those items of the Agenda where the Director is involved in a conflict  of interest and, in any case, with respect to the following decisions:

a.   The Director's appointment or ratification as a director.

b.   The Director's dismissal, removal or stepping-down as a director.

c.   The exercise against the Director of liability action by the Company.

d.   The approval or ratification, whenever appropriate, of transactions of the Company with the Director concerned, companies controlled by the Director or those which the Director represents or persons who act on the Director's account.

 

Article 12.- Attendance quorum

The General Shareholders' Meeting, whether Ordinary or Extraordinary, shall be validly convened on first call whenever shareholders are in attendance personally or by proxy who own at least twenty-five percent of the voting capital subscribed.

On second call, the Meeting shall be validly convened regardless of the capital in attendance.

For the Ordinary or Extraordinary General Shareholders' Meeting to be able to decide validly  on bond issues, the increase or reduction of capital, the transformation, merger or spin-off or the global transfer of the assets and liabilities of the Company, the elimination or restriction of the pre-emptive right to the purchase of new shares, the relocation of the registered office outside of the country  and, in general, any amendment to the Bylaws, the attendance, on first call, by shareholders present in person or by proxy owning at least fifty per cent of the subscribed voting capital shall be required. On second call, the attendance of twenty-five per cent of the voting capital of the Company shall suffice.

If shareholders are in attendance who represent twenty-five percent or more of the voting capital subscribed but without reaching fifty per cent of the capital with voting rights, the resolutions referred to in the first paragraph may only be validly adopted with the affirmative vote of two-thirds of the capital present or represented at the Meeting.

 

Article 13.- Universal Meeting

Notwithstanding the provisions made in the preceding articles, the Meeting shall be deemed to be validly convened to discuss any matter, provided that the entire share capital is present or represented and those in attendance unanimously accept that the Meeting be held.

 

Article 17.- Publication on the website and other channels of information.

The information referred to in the preceding articles shall be published on the Company's website.

The Company shall set up an Electronic Shareholders Forum on its website which can be accessed with the appropriate guarantees both by individual shareholders as well as by any voluntary associations as may be formed, for the purpose of facilitating their communications prior to the holding of the General Meetings. The Forum may 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 Board, by means of one or more of its directors and with the cooperation of the members of the senior management staff as it deems appropriate, may organize information meetings on developments within the Company  and its Group for shareholders residing in relevant financial centers in Spain and other countries.

The Board of Directors shall also establish adequate mechanisms for the regular exchange of information with the institutional investors who form a part of the Company's shareholder composition.

 

Article 18.- Individual request for information

Without prejudice to the provision made in the preceding articles, up to the seventh day prior to the date scheduled for holding the Meeting, shareholders may request information from or clarification by the Directors concerning the matters included on the agenda or the information accessible by the public as provided by the Company to the National Securities Market Commission since the last General Meeting, or ask any questions, in writing, as they may deem pertinent.

The Board of Directors shall provide the information requested in writing up to the day on which the General Meeting is held.

In the course of the General Shareholders' Meeting, shareholders may request orally any information or clarification as they deem appropriate concerning the matters included on the agenda. If it is not possible to satisfy the right of the shareholder at that time, the Board shall provide the information requested in writing within a time limit of seven days as from the end of the Meeting. The replies to shareholders who attend through a telematic channel and exercise their right to information during the Meeting shall be given in writing within a time limit of seven days as from the end of the Meeting.

The Board of Directors shall not be under the obligation of providing the information referred to in this article whenever, in the opinion of the Chairman, the publication of the information requested could be detrimental to the interests of the Company.

Information may not be refused whenever the request for such information is supported by shareholders representing at least one-fourth of the share capital.

 

Article 19.- The Chairman of the Meeting

The General Meeting shall be presided over by the Chairman of the Board of Directors.

In his absence, the Meeting shall be presided over by the Deputy Chairman of the Board of Directors and, in the absence of the latter, by the person elected in each case by the shareholders attending the meeting.

The Chairman shall be assisted by a Secretary, who shall be the Secretary of the Board of Directors or, in his absence, the person designated by the shareholders attending the Meeting.

 

Article 23.- Minutes of the Meeting

The resolutions of the General Shareholders' Meetings shall be recorded in a Minutes Book. Likewise, a record shall be made of the contributions to the discussions by the shareholders who so request. The minutes shall be signed by the Chairman and the Secretary and, if applicable, by the controllers who may have intervened in their approval, in accordance with the provision made in this article.

Shareholders should request copies of the minutes or certificates of the resolutions adopted. Such copies, as well as the certificates issued of them, shall be authorized by the Chairman and the Secretary.

The Minutes of the Meeting may be approved by the Meeting itself on adjournment and, failing this, within a time limit of fifteen days, by the Chairman and two shareholders as controllers, one representing the majority and the other representing the minority.

Resolutions may be implemented as from the date of approval of the Minutes in which they are recorded.

 

 

 

Article 24.- Appointment of Directors

The Directors shall be appointed by the General Shareholders' Meeting or by the Board of Directors in accordance with the provision contained in the Companies Act (Ley de Sociedades de Capital).

The proposals for the appointment of Directors submitted by the Board of Directors to the consideration of the General Meeting and the appointment decisions adopted by that body in use of the powers of co-optation legally attributed to it, must be preceded by a proposal made by the Appointments and Compensation Committee.

Whenever the Board does not heed the recommendations of the Appointments and Compensation Committee, it must substantiate the reasons for its decision and make a record of such reasons in the minutes.

Ten. To acknowledge having been informed of the amendment of the Rules of Procedure of the Board of Directors, in accordance with the report by the Board made available to the shareholders, ratifying it to the extent necessary.

Eleven.- To approve the report on the Board compensation policy prepared by the Board of Directors.

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 November 26, 2009,  in accordance with the report by the Board of Directors made available to the shareholders, ratifying such use to the extent necessary.

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 formalizing 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.

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

 

 

Yours faithfully,

 

 

 

 

 

José María del Cuvillo Pemán

Vice-Secretary of the Board of Directors

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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