REG - Obrascon Huarte Lain - AGM 2020 resolutions

Obrascon Huarte Lain SAAnnouncement

15/06/2020 17:55

RNS Number : 0261Q
  
Obrascon Huarte Lain, S.A.
  
15 June 2020
  
 

OBRASCON HUARTE LAIN, S.A. ("OHL" or the "Company"), pursuant to article 228 of the consolidated text of the Spanish Securities Market Act approved by Royal Legislative Decree 4/2015, of 23 October, hereby notifies the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) ("CNMV") the following
 
DISCLOSURE OF OTHER RELEVANT INFORMATION:
 
One.- To approve the Annual Accounts comprehensive of the Balance Sheet, Profit and Loss Account, the Statement of Changes in Net Equity, the Statement of Cash Flow and the Memorandum as well as the Management Report as of 31st December 2019 both of the Company and of its Consolidated Group.
This proposal is supported by the favourable report of the Audit and Compliance Commission.
Two.-    To approve the consolidated statement of non-financial information as of 31st December 2019, and which shall form part of the management report of the consolidated group of OBRASCON HUARTE LAIN, S.A.
This proposal is supported by the favourable report of the Appointments and Remunerations Committee.
Three.- To approve the following proposal for the distribution of results of the Company as of 2019 which shows losses amounting to 59,885,664.13 euros to Negative Results from previous years.
This proposal is supported by the favourable report of the Audit and Compliance Commission.
Four.- To approve the management of the Board of Directors of the Company during 2019.
Five.-   To re-elect Deloitte, S.L. as auditor of accounts of OBRASCON HUARTE LAIN, S.A. and of its Consolidated Group for a new one-year period, starting on 1st January and ending on 31st December 2020 pursuant to article 264 of the Law on Corporations.
This proposal is supported by the favourable report of the Audit and Compliance Commission.
Six.-     To appoint Ernst&Young, S.L. as auditor of accounts of the Company and its consolidated group for years 2021, 2022 and 2023. It is hereby stated that the registered address is in Madrid 28003, C/ Raimundo Fernández Villaverde, Tax Identification Number B-78970506, and registered with the Commercial Registry of Madrid in volume 39351, sheet 89, page 23123, entry 325 as well as in the Official Registry of Auditors of Accounts under number S-0530.
This proposal is supported by the favourable report of the Audit and Compliance Commission after a recruitment procedure pursuant to the provisions of the current legislation.
Seven. - To re-elect Ms Silvia Villar-Mir de Fuentes as Director of the Company. The appointment of Ms Villar-Mir is for a statutory period of four (4) years from the date of this resolution. For the relevant purposes it is hereby stated that the re-election of Ms. Silvia Villar-Mir de Fuentes has been proposed by Grupo Villar Mir, S.A.U, company belonging to Inmobiliaria Espacio, S.A., in representation of its shareholding interests so, for legal, statutory and Good Governance standards and principles, she shall be considered as a shareholding director of Grupo Villar Mir.
Her professional background is as follows: 
Degree in Economics and Business Science by the London American College (Summa cum laude). At present she is Director of Inmobiliaria Espacio, S.A. and Grupo Villar Mir, S.A.U.
This proposal is supported by the favourable report of the Appointments and Remunerations Committee. 
Nine.-   To submit to advisory vote the Annual Report on Remunerations of Directors approved by the Board of Directors of 5th May 2020.
This proposal is supported by the favourable report of the Appointments and Remunerations Committee.
Ten.-    To approve the Remunerations Policy of Directors of OBRASCON HUARTE LAIN, S.A. prepared by the Board of Directors in the terms provided for by article 529r of the Law on Corporations applicable to year 2020 and the three subsequent ones.
This proposal is supported by the favourable report of the Appointments and Remunerations Committee.
Eleven.            To vest on the Board of Directors of the Company pursuant to article 297.1.b) of the Law on Corporations, the faculties to increase the share capital without prior consultation to the General Meeting in accordance to the following conditions:
(a)        Authorized share capital, amount and deadline: The Board of Directors is empowered as broad and sufficient as required by Law, to increase the share capital in one or several times and at any time, during the term of five years from the seating of this Meeting, in the amount corresponding to half of the share capital at the time of the authorization (i.e. 85,964,486.7 euros nominal value) with the issuance of new shares pursuant to the all legal requirements applicable.
(b)       Scope of delegation: The Board of Directors may provide for the terms and conditions of the increases of capital and the features of the shares as well as to determine the investors and markets object of the increases of capital and the placement procedure to be followed, to freely offer new shares not subscribed during the pre-emptive subscription period and to establish, in case of incomplete subscription, that the share capital will remain without effect or that the share capital will be increased only in the amount of the subscriptions made and to redrafting the article of the Articles of Association on the share capital.
(c)        Rights of the new shares, emission class and equivalent value of the increase: It shall correspond to the Board of Directors to decide if the new shares to be issued are ordinary, preferential, redeemable, without voting rights or of any other type allowed by the law that will be issued at the rate of its nominal value or with the share premium that shall be calculated if applicable. The exchange value of the new shares to be issued will necessarily consist in monetary contributions.
(d)       Exclusion of the preemptive subscription right: Pursuant to the provisions of article 506 of the Law on Corporations the Board of Directors is expressly granted the faculty to exclude in whole or in part, the right to preemptive subscription with respect to all or any of the issuances agreed to make in virtue of this authorization, although this faculty shall be limited to increases of capital made under the light of this delegation as well as those increases made to attend the conversion of debt issued excluding the right to preemptive subscription under the light of the authorization foreseen in section eleven of the Agenda up to an amount equal to 20% of the share capital of the Company upon the date of subscription of this resolution (i.e., 34,385,794.68 euros).
(e)        Request of admission to negotiation: The Board of Directors is authorized to request, when applicable, the admission to negotiation of the new shares issued in regulated and unregulated markets, organized or not, national or international and, if applicable, the subsequent exclusion from negotiation if considered deem, vesting on the Board the power to develop the proceedings and actions necessary for such admission before the competent bodies of the different stock markets both national and international.
(f)        Replacement faculty: The Board of Directors is expressly authorized to delegate the faculties referred to in this resolution.
It is hereby stated that the shareholders have received the relevant supporting report by the directors of the proposal of delegation to increase the share capital.
Twelve.-   To vest on the Board of Directors the faculty to complete and correct the resolutions approved and to expressly empower the Chairperson, Secretary and Vice-Secretary, vested with the fullest powers required by law, to indistinctively appear before the Notary to execute in public deed the resolutions adopted and carry out all proceedings necessary for their record, when necessary, in the relevant public registries as well as to proceed to the perceptive deposit of the annual accounts with the Commercial Registry and grant, if applicable, clarification or corrective documents to the initial ones, requesting the partial entry in view of the verbal or written instructions of the Commercial Registry
           
 
At Madrid, 15th June 2020. 


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