| 2015-02-26 |
股东大会：
将于2015-03-28召开股东大会
会议内容 ▼▲
- 1.Annual accounts and management of the Board of Directors:
1.1 Examination and approval, as appropriate, of the annual financial statements (balance sheet, income statement, statement of changes in equity, the statement of cash flows and explanatory notes) and the management reports corresponding to 2014, both of the Company and its consolidated group.
1.2 Examination and approval, as the case may be, of the proposal to apply the 2014 Financial Year Outcome.
1.3 Examination and approval as appropriate, of the Management of the Company by the Board of Directors during the aforementioned 2014.
2. Ratification, appointment and, as the case may be, re-election of directors.
2.1 Re-election of Mr. Manuel Sánchez Ortega
2.2 Re-election of Mr. Carlos Sundheim Losada
2.3 Re-election of Ms. María Teresa Benjumea Llorente
2.4 Re-election of Mr. Ignacio Solís Guardiola
2.5 Re-election of Mr. Fernando Solís Martínez-Campos
2.6 Ratification and Appointment of Mr. Antonio Fornieles Melero
3. Re-selection or appointment, as the case may be, of the Company’s or Consolidated Group’s Accounts Auditor for the 2015 financial year.
4. Amendment of the Company’s bylaws for their adaptation to the latest amendments to the Companies’ Act and, in particular, to Law 31/2014, of 3 December, amending the Companies Act to improve corporate governance, as well as incorporation of other provisions of corporate governance, and approval of an amended and restated text.
4.1 Amendment of Title I (Name, Domicile, Purpose and Duration): Articles 2 and 4.
4.2 Amendment of Title II (Share Capital, Shares and Rights and Obligations of the Shareholders): Articles 6, 10, 11, 12, 13, 15, 16 and 17.
4.3 Amendment of the First Section (General Shareholders’ Meetings) of Title IV (Management of the Company): Articles 20, 21 (hereinafter article 30), 22 (hereinafter article 31), 23 (hereinafter article 21), 24, 25 (hereinafter article 22), 26 (hereinafter article 23), 27, 28, 29 (hereinafter article 25), 30 (hereinafter article 29), 31 (hereinafter article 32), 32 (hereinafter article 33) and 33 (hereafter article 26).
4.4 Amendment of the Second Section (Board of Directors) of Title IV (Management of the Company): Articles 39, 40, 41, 42, 43, 44 and 44 bis.
4.5 Elimination of the Third Section (Direction) of Title IV (Management of the Company): Article 46.
4.6 Amendment of Title V (Economic year, Balance and Application of Results): Articles 47 (hereinafter article 46), 48 (hereinafter article 47), 50 (hereinafter article 48) and 51 (hereinafter article 49).
4.7 Amendment of Title VI (Winding-up and Liquidation): Articles 52 (hereinafter article 50) y 53 (hereinafter article 51).
4.8 Approval of an amended and restated text of the bylaws incorporating the amendments approved and renumbering titles, chapters, sections and articles.
5. Amendment of the rules of the General Shareholders’ Meetings of Abengoa for their adaptation to the latest amendments to the Companies’ Act and, in particular, to Law 31/2014, of 3 December, amending the Companies Act to improve corporate governance, as well as incorporation of other provisions of corporate governance and approval of an amended and restated text.
6. Submission of the Annual Report on the Remuneration of Abengoa’s Directors for approval, on a consultation basis.
7. Remuneration of the Board of Directors
7.1 Determination of the maximum annual remuneration of the directors in their condition as such.
7.2. Remuneration of executive directors.
8. Approval of the fifteen days period for the call to the Extraordinary Shareholders’ Meetings in accordance with article 515 of the Corporations Act
9. Delegation, to the Board of Directors, of the authority to increase the share capital by issuing new shares in any of the Class A and/or Class B and/or Class C shares, in accordance with Article 297.1 b), within the limits of the law, with express authority to decide to exclude pre-emptive rights pursuant to Article 506 of the Corporations Act, withdrawing and nullifying any outstanding amounts from authorizations previously granted by the General Shareholders’ Meeting. Delegation of authorizations to the Board of Directors with express powers of sub-delegation, to determine the conditions of the capital increase. Request the competent national and foreign organizations to admit the new shares to trading on any stock exchange.
10. Delegation to the Board of Directors of the authority to issue, in the name and on behalf of the Company, in one or more occasions, debentures or similar fixed or variable income securities or equities, that are simple or guaranteed, convertible or non-convertible into shares, exchangeable or not for shares, warrants over newly issued or existing shares, with the express authority to exclude preferential rights in accordance with Article 511 of the Capital Companies Act, directly or through Group companies, pursuant to current legislation, nullifying the amount outstanding from authorizations previously granted by the General Shareholders’ Meeting. Determination of the Bases and methods of the conversion. Delegation of powers. Guarantee of issuances of subsidiaries.
11. Delegation of authority to the Board of Directors to make derivative acquisitions of treasury stock, of any class, directly or through Group companies, in accordance with prevailing legislation and for the maximum period of five years, nullifying authorizations previously granted for the same purposes by the General Shareholders’ Meeting.
12. Informing the General Shareholders’ Meeting of the amendments approved by the Board of Directors to the Rules of the Board of Directors
13. Delegation to the Board of Directors to interpret, amend, execute, formalize and register any of the foregoing resolutions.
|
| 2014-03-04 |
股东大会：
将于2014-04-05召开股东大会
会议内容 ▼▲
- 1. Examination and approval, as appropriate, of the Financial Statements and the Management Report corresponding to 2013, of the Company and its Consolidated Group, as well as the management and remuneration of the Board of Directors during the aforementioned company year.
2. Examination and approval, as appropriate, of the Proposal to Allocate the Result for 2013.
3. A capital increase for the amount determined in accordance with the terms of the resolution, by issuing new ordinary Class A and/or Class B shares with a nominal value of one euro and one euro cent each, respectively, without share premium, of the same class and series as those shares currently in circulation, charged against voluntary reserves set aside from undistributed profits, with the express possibility that the allotment will be incomplete Delegation of authority to the Board of Directors to set the conditions of the capital increase for all aspects not agreed by this General Shareholders’ Meeting; to perform the necessary actions to implement the capital increase; to redraft the text of Article 6 of the Company’s bylaws for the new amount of share capital and to formalize those public and private documents that may be necessary to implement the capital increase. Request the competent national and foreign organizations to admit the new shares for trading on the Madrid and Barcelona stock exchanges, through the Spanish Stock Market Interconnection System (commonly referred to as the Continuous Market), and on the foreign stock exchanges on which Abengoa’s shares are listed, by means of ADSs on the NASDAQ Global Select Market, in the format required for each one.
4. Ratification, appointment and re-election of directors, as appropriate.
5. Special Report on the Remuneration Policy for Directors to be submitted to the General Shareholders’ Meeting for consultation.
6. Delegation to the Board of Directors of the authority to increase the share capital by issuing new shares as Class A and/or Class B and/or Class C, in accordance with Article 297.1 b), within the limits of the law, with the express authority to decide to exclude preferential subscription rights pursuant to Article 506 of the Capital Companies Act, withdrawing and nullifying any outstanding amounts from authorizations previously granted by the General Shareholders’ Meeting. Delegation of authorizations to the Board of Directors and each of its members to determine the conditions of the capital increase, to carry out the necessary actions to implement it, to redraft the corresponding articles of the Company’s bylaws for the new amount of share capital and to execute any public and private documents that may be necessary to implement the increase. Request the competent national and foreign organizations to admit the new shares to trading on any stock exchange.
7. Delegation to the Board of Directors of the authority to issue debentures or similar fixed income securities or equities, that are simple or guaranteed, convertible or non-convertible into shares, with the express authority to exclude preferential rights in accordance with Article 511 of the Capital Companies Act, directly or through Group companies, pursuant to current legislation, nullifying the amount outstanding from authorizations previously granted by the General Shareholders’ Meeting.
8. Delegation to the Board of Directors of the authority to make derivative acquisitions of treasury stock, of any class, directly or through Group companies, in accordance with prevailing legislation, nullifying authorizations previously granted by the General Shareholders’ Meeting for the same purposes.
9. Delegation to the Board of Directors of the authority to interpret, correct, execute, formalize and register the adopted resolutions.
10. Approval of the minutes via any of the methods established by law.
|