TIDM50ML
RNS Number : 9314C
Obrascon Huarte Lain, S.A.
08 May 2012
London Stock Exchange
Madrid, May 8th 2012
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 Statements, consisting of the
Balance Sheet, Profit and Loss Account, Statement of Changes in Net
Wealth, Cash Flow Statement and Annual Report, as well as the
Management Report for the financial year ended 31 December 2011,
both of the Company and its Consolidated Group.
Two.- To approve the following allocation of the Company's
results for the 2011 financial year, which registered a profit of
50,466,800.46 Euros:
-- Distribution and payment of total gross dividends amounting to 55,825,005.24 Euros, of which 50,466,800.46 Euros represent the 2011 profit and 5,358,204.78 Euros will be assigned to Voluntary Reserves, amounting to a gross dividend payment of 0.5597 Euros per currently circulating share. If there is any treasury stock at dividend payment date, the total dividends agreed will be reduced by 0.5597 Euros per treasury stock share.
-- Dividends will be paid on 1 June 2012 through entities
ascribed to "Sociedad de Gestion de los Sistemas de Registro,
Compensacion y Liquidacion de Valores" ["Management Company of
Security Registration, Clearance and Settlement Systems"].
Three.- To approve the management of the Company's Board of
Directors during the 2011 financial year.
Four.- To re-elect Deloitte, S.L. as auditors of OBRASCON HUARTE
LAIN, S.A. and its Consolidated Group, for a further year, between
1 January and 31 December 2012, according to Article 264 of the
Capital Stock Companies Act.
Five.- To authorise the Company's Board of Directors so that,
pursuant to Article 146 of the Capital Stock Companies Act, it may
acquire shares from the Company itself, under any form of transfer
permitted by law, either directly or through a subsidiary or
investee company, up to the maximum amount foreseen by law. This
authorisation is conferred for a 5-year term and the purchase of
shares may be carried out at a maximum price of 60 Euros per share,
without any bottom limit being established. To nullify the
authorisation conferred in this regard by the Ordinary General
Meeting of 23 May 2011, to the extent said authorisation has not
been used.
Pursuant to the provisions established in Article 146.1.a) of
the Capital Stock Companies Act, the purchased shares may be
delivered to company workers or directors according to any
remuneration or stock option plans duly agreed in their favour.
Six.-
6.1. To accept the resignation of the directors Mr. Juan Luis
Mato Rodriguez and Baltasar Aymerich Corominas, whose removal will
be effective as of the date of the Ordinary General Meeting.
6.2. To ratify the appointment of Mr. Francisco Marin Andres as
Director of the Company for a 6-year term. Said individual was
appointed in a co-optation procedure by the Board of Directors to
replace Mr. Rafael Martin de Nicolas Canas, effective as of 17
January 2012.
It is hereby stated that Mr. Marin Andres holds the post of
General Manager of the Company and, consequently, for the purposes
foreseen in the law, by-laws and applicable Good Governance
principles and rules, he will hold status as an executive
director.
His curriculum vitae is provided below:
"Civil Engineer, with a degree in Business Administration
(I.E.S.E. de la Universidad de Navarra). Throughout his career he
has worked for private corporations in the construction sector:
Lagunas del Barbate (Ferrovial) and in OHL since 1986. He was
appointed Chairman-General Manager for Construction in the OHL
Group in 2011."
6.3. To appoint Mr. Juan Luis Osuna Gomez as Company Director
for a 6-year term.
It is hereby stated that Mr. Osuna Gomez holds the post of
General Manager of the Company and, consequently, for the purposes
foreseen in the law, by-laws and applicable Good Governance
principles and rules, he will hold status as an executive
director.
His curriculum vitae is provided below:
"Civil Engineer, MBA-ICADE. Masters in Science - University of
Wisconsin. After various management posts in the consultancy
sector, he joined OHL in 1998 to develop the Infrastructure
Promotion area. Since OHL Concesiones, S.A.'s incorporation in
2000, he has held the post of General Manager-Director and
currently acts as Chief Executive Officer".
6.4 To appoint Ms. Monica de Oriol e Icaza as Company Director
for a 6-year term.
It is hereby stated that Ms. de Oriol e Icaza does not hold any
executive post whatsoever in the Company, that her appointment is
not made further to a proposal from any shareholding group and,
consequently, for the purposes foreseen in the law, by-laws and
applicable Good Governance principles and rules, she will hold
status as an independent director.
Her curriculum vitae is provided below:
"Graduate in Economics and Business Studies, Universidad
Complutense de Madrid, degree in European Union Economics, London
School of Economics. She has held various posts in corporations and
associations whilst at the same time lecturing at Universidad
Complutense de Madrid and the Madrid campus of Saint Louis
University.
Since 1989 she is the main shareholder and Executive President
of the Seguriber-Umano Group, President of Secot and Circulo de
Empresarios, member of the Trustee Board of Fundacion Vizcaina
Aguirre, member of the Board of Trustees of Fundacion Rafael del
Pino, member and former President of Capitulo de Madrid (YPO),
member of IWF, and independent director in INDRA".
Seven.- To approve the Annual Report on Directors' Remuneration,
approved by the Board of Directors' meeting held on 29 March
2012.
Eight.- Confirmation of the Board of Directors' use of the power
delegated by the General Shareholders' Meeting of 26 November 2009,
to issue ordinary, non-convertible bonds or obligations, according
to the Board of Directors' report provided to the shareholders, and
ratification of the steps taken as necessary.
Nine.- To expressly empower the Chairman, Secretary and Vice
Secretary so that any one of them, holds the necessary powers in
law, may appear before a Notary Public and raise to public document
status the resolutions adopted, as well as to take any measures are
necessary to record the same, if applicable, at the competent
public registries, including a deposit of the annual statements at
the Commercial Registry and to execute, if necessary, any documents
to clarify or amend their originals, applying for a partial
registration, if necessary, further to the verbal or written
classification provided by the Commercial Registry.
Ten.- To approve the Minutes of the Ordinary General Shareholders' Meeting.
Yours faithfully,
Jose Maria del Cuvillo Peman
Vice-Secretary of the Board of Directors
This information is provided by RNS
The company news service from the London Stock Exchange
END
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