TIDM50ML
RNS Number : 7684A
Obrascon Huarte Lain, S.A.
03 April 2012
London Stock Exchange
Madrid, April 3rd 2012
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 29 March 2012, agreed to call the Ordinary General
Shareholders' Meeting, which will take place in Madrid, at Paseo de
la Castellana, 33, on 8 May 2012, at 12:00 noon, on first call, and
on 9 May 2012, 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 2011 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.- Dismissal and Appointment of Directors.
Seven.- Annual Report on the compensation of the Directors for
submission to the General Meeting on a consultative basis pursuant
to article 61 three of the Securities Market Act.
Eight.- Report on the use made by the Board of Directors of the
power delegated by the General Shareholders' Meeting in order to
issue debentures or straight bonds.
Nine.- 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.
Ten.- Reading and approval, as 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 2011 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 2011 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 2011 financial year.
-- Annual Corporate Governance Report referring to the 2011
financial year.
-- Annual Report on the Compensation of the Directors referring
to the 2011 financial year.
-- Report on the use of the power delegated by the General
Shareholders' Meeting for the issuance of debentures or straight
bonds.
-- Resolutions proposed by the Board of Directors in relation to
the items on the agenda, including the professional biographical
profile of each director whose appointment is proposed.
The proposals for the appointment of Directors submitted to the
General Meeting will be voted on separately for each name
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 and concerning the Auditor's Report. For this purpose,
shareholders may approach the Shareholder Relations Department
(telephone 91.348.44.71, or relacion.accionistas@ohl.es).
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 the General Shareholders' Meeting including one or more items on
the Agenda or submit reasoned proposals of resolutions on matters
already included or to be included on the Agenda. The exercise of
this right must be effected 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 539.2 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.
Shareholders can use the Forum for publishing the proposals they
intend 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 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 approved by the Board of Directors, which appear in the space
devoted to the General Shareholders' Meeting 2012. Accreditation
for obtaining the password can be secured, on a general basis,
either through the electronic DNI (Spanish National I.D.) or
through a recognised or advanced electronic signature, based on a
recognised and current electronic certificate, issued by the
Entidad Publica de Certificacion Espanola (CERES - Spanish Public
Certification Entity), dependent on the Fabrica Nacional de Moneda
y Timbre (National Mint).
ATTENDANCE, PROXY AND VOTING 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.
All shareholders who have the right to attend may be represented
at the General Meeting by another person, even though such person
is not a shareholder. Proxy must be conferred in writing. A
shareholder wishing to grant a proxy must complete the attendance
card or form, including the identification of the person attending
in the shareholder's place, sign it and send it to the proxy
designated, who must appear with the said attendance card or form
and with his or her National I.D. Card or passport (and deed of
power of attorney when representing a legal person) at the place
where the Meeting is to be held within two hours prior to the time
scheduled for the start of the Meeting. For this purpose,
shareholders may use the original attendance cards sent to them by
the custodial institutions where they have their shares registered,
on the occasion of the call for the General Meeting.
Likewise, shareholders may confer a proxy by means of electronic
or remote telematic communication media which duly guarantee the
proxy conferred and the identity of the person represented. The
appointment or revocation of the proxy through electronic media and
the notification thereof to the Company must be made by sending the
duly completed attendance card or form through an electronic
channel in a PDF format to the e-mail address
relacion.accionistas@ohl.es. For the purpose of guaranteeing their
identity, shareholders wishing to delegate their representation by
means of an electronic or remote telematic communication must
provide evidence of their identity through an electronic DNI or a
recognised or advanced electronic signature, based on a recognised
and current electronic certificate, issued by the Entidad Publica
de Certificacion Espanola (CERES), dependent on the Fabrica
Nacional de Moneda y Timbre. Electronic delegations must be
accepted by the proxy, otherwise they cannot be used. In this
regard, the proxy will be understood to have accepted the
delegation if the proxy appears with his or her National I.D. Card
or passport (and deed of power of attorney when representing a
legal person) at the place where the Meeting is to be held within
two hours prior to the time scheduled for the start of the Meeting
and indicates to the personnel in charge of the shareholders'
register his or her status as the
representative of the shareholder who has conferred proxy upon
him or her by electronic or remote telematic communication
media.
The proxy granted in accordance with the preceding paragraphs
may be revoked by sending the relevant form, duly completed, to the
Company, either by post to OBRASCON HUARTE LAIN, S.A., Paseo de la
Castellana, no. 259 D, Torre Espacio, or electronically in a PDF
format to the e-mail address relacion.accionistas@ohl.es. Such
revocation will be deemed effective by the Company whenever it has
been received by the Company five days in advance of the date
scheduled for the General Meeting. Likewise, the proxy will be
understood to be revoked through the physical attendance at the
Meeting of the shareholder who had previously conferred such
proxy.
Shareholders with the right to attend will be able to cast their
vote on the proposals relating to the items included on the Agenda
by post. In order to vote by post, shareholders must send the
attendance card or form, duly signed and completed, to OBRASCON
HUARTE LAIN, S.A., Paseo de la Castellana, no. 259 D, Torre
Espacio. Votes cast by post must be received within a period of ten
days following the date of the notice of the Meeting. Shareholders
who cast their vote by post in the terms indicated above will be
deemed to be present to the effects and purposes of the convening
of the General Meeting. Votes cast in accordance with the
indications set out above may be ruled null and void in the terms
stipulated in article 13 of the Articles of Association.
Proxy appointment and revocation forms, together with forms for
the exercise of voting rights are available on the Company's
website (www.ohl.es), in a printable format.
The General Meeting is expected to take place on first call.
At Madrid, on 29 March 2012.
The Secretary of the Board of Directors
Daniel Garcia-Pita Peman
This information is provided by RNS
The company news service from the London Stock Exchange
END
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