GESTAMP AUTOMOCIÓN, S.A.

SIGNIFICANT EVENT

Madrid, May 8, 2018

Pursuant to article 228 of the consolidated text of the Securities Market Act, approved by Legislative Royal Decree 4/2015 of 23 October, and related provisions, Gestamp Automoción, S.A. (the "Company") hereby informs of the following

SIGNIFICANT EVENT

On May 7, 2018 the General Shareholders' Meeting of the Company was held on first call and was personally attended by 41 shareholders (this is, shareholders that issued their vote by post and natural shareholder persons that personally attended the meeting), holding 3,239,465 shares, representing EUR 1,619,732.5 of share capital, this is, the 0.56% of share capital; and 248 represented shareholders (this is, shareholders that issued their representation by post and natural shareholder persons and legal shareholder persons represented by proxy at the meeting), holding 478,532,910 shares, representing EUR 239,266,455 of share capital, this is, the 83.15% of share capital.

Consequently, 289 present or represented shareholders attended the meeting, holding 481,772,375 shares, representing EUR 240,886,187.5 of share capital, this is, the 83.71% of share capital.

All the resolutions, attached to this significant event, were approved at the meeting according to the following results out of the number of shares present o represented.

RESOLUTION

IN FAVOR (%)

AGAINST (%)

ABSTENTION (%)

First

99.99674

0.00326

0

Second

100

0

0

Third

99.24612

0.60858

0.14530

Fourth

99.55729

0.31550

0.12721

Fifth

99.55270

0.40938

0.03792

Sixth

99.44800

0.55200

0

Seventh

100

0

0

Eighth

100

0

0

* * *

GESTAMP AUTOMOCIÓN, S.A.

FULL TEXT OF THE RESOLUTIONS APPROBED BY GENERAL SHAREHOLDERS'

MEETING OF 7 MAY 2018

  • 1st. Consideration and approval, where appropriate, of the financial statements and management report for Gestamp Automoción, S.A. and the financial statements and management report for its consolidated group for the 2017 financial year, as well as the management of the Board of Directors over the 2017 financial year.

    Approve the individual financial statements (balance sheet, profit and loss account, statement of changes in equity, cash flow statement and explanatory notes) and the management report for the financial year ending 31 December 2017 for Gestamp Automoción, S.A. (the "Company") as drawn up by the Board of Directors at its meeting held on 26 February 2018, following a favourable report by the Audit Committee.

    Approve the consolidated financial statements (balance sheet, profit and loss account, statement of other comprehensive income, statement of changes in equity, cash flow statement and explanatory notes) and the management report for the financial year ending 31 December 2017 for the group of which Gestamp Automoción, S.A. is the parent company (hereinafter, "Gestamp Group") as drawn up by the Board of Directors at its meeting held on 26 February 2018, following a favourable report by the Audit Committee.

    Approve the management of the Company's Board of Directors over the financial year ending 31

    December 2017.

  • 2nd. Consideration and approval, where appropriate, of the proposed allocation of profit for the 2017 financial year.

    Approve the proposed allocation of profit for the financial year ending 31 December 2017, drawn up by the Board of Directors at its meeting held on 26 February 2018, which includes the distribution of a dividend equivalent to 30% of the consolidated net profit attributable to Gestamp Group for the 2017 financial year (€239,692,826), a distribution of profit which is broken down as follows:

    Euros (€)

    - To unrestricted reserves

    108,056,943

    - To legal reserve

    10,440,998

    - To dividends

    71,939,295

    Total Profit (Loss) of the Company

    190,437,236

    Consequently, a dividend payment is agreed on each of the Company's ordinary shares outstanding (excluding, therefore, shares which, where appropriate, were held by the Company on the date of payment of said dividend) amounting to €0.125 gross per share, which will be paid on 6 July 2018.

  • 3rd. Ratification of the appointment of Mr. Shinichi Hori as a member of the Board of Directors (Proprietary Director), following his election through the co-option method.

    Ratify the appointment of Mr. Shinichi Hori as a member of the Company's Board of Directors following his election through the co-option system by the Board of Directors at its meeting held on 3 April 2018, for a term of office subject to the same expiry date as that of the previous director he replaces Mr. Noboru Katsu.

    Mr. Shinichi Hori, present at this General Shareholders' Meeting, accepts the appointment and states that he is not subject to any of the prohibitions or incompatibilities established under Article 213 of the Companies Act, in Act 3/2015 of 30 March, or any other.

    Mr. Shinichi Hori will qualify as Proprietary Director.

    This resolution has already received a favourable report by the Nomination and Compensation Committee.

    Likewise, it is stated that a report supporting the proposed resolution presented here has been prepared by the Board of Directors and made available to shareholders.

  • 4th. Approval of the Remuneration Policy for the Company's directors.

    In accordance with Article 529r of the Companies Act, approve the Remuneration Policy for directors, the full text of which, together with the compulsory report by the Nomination and Compensation Committee, is included in the supporting report by the Board of Directors made available to shareholders as part of the documentation relating to the General Shareholders' Meeting.

  • 5th. Approval, in an advisory capacity, of the Annual Report on Remuneration of Directors of Gestamp Automoción, S.A.

    The Board of Directors of Gestamp Automoción, S.A., at its meeting held on 26 February 2018, following the report by the Nomination and Compensation Committee, has drawn up the Annual Report on Remuneration of Directors for the purposes set out under Article 541 of the Companies Act. In accordance with the aforementioned provision, this Annual Report on Remuneration of Directors is put to vote, in an advisory capacity and as a separate item on the agenda.

    Consequently, it is agreed to approve, in an advisory capacity, the Annual Report on Remuneration of Directors for the 2017 financial year, which has been made available to shareholders.

  • 6th. Extension or appointment of the auditors of the Company and its consolidated group.

    Appoint as auditors of the Company and its consolidated group for the financial year ending 31 December 2018, the firm ERNST & YOUNG, S.L., with registered offices in Madrid, c/ Raimundo Fernández Villaverde, 65, 28003 Madrid, with tax identification number (CIF) B-78970506, registered in the Register of Companies of Madrid, page M-23123, folio 215, volume 12,749, book 0, section 8 and in the Official Register of Auditors under number S0530.

    Authorise the company's Board of Directors to be able to agree on the corresponding service leasing contract with the aforementioned entity for the stated period under the following terms: a) the remuneration of the auditors will be set according to the number of hours required to conduct the audit, applying the hourly rates it has in force in general during the financial year in which it is providing its review services and b) such contract must provide for the company's right to freely terminate the contract in advance at any time during its validity, without the just cause motivating the revocation of the appointment for the purposes of the provisions set forth in Article 264.3 of the Companies Act needing to be communicated to ERNST & YOUNG, S.L., and without the latter being able to contest this, where appropriate.

It is hereby stated that this resolution, in compliance with the provisions set forth in Article 40.6.c).(i) of the Regulations of the Board of Directors, is adopted on the proposal of the Board of Directors, after being proposed by the Audit Committee, for submission to the General Shareholders' Meeting.

  • 7th. Delegation of powers to formalise, interpret, remedy and implement the resolutions adopted by the Ordinary General Shareholders' Meeting.

    It is agreed to empower all members of the Board of Directors and, in particular, the Chairperson and the Non-Member Secretary of the Board of Directors, with the express authority to sub-delegate, so that any of them, jointly and severally, may carry out whatever actions are necessary or appropriate for the execution, development, effectiveness and successful conclusion of the decisions adopted and, in particular, but not limited to, the following actions:

    • a) to appear before a notary public and grant on behalf of the Company the public deeds that are required or appropriate in connection with the decisions adopted at the Company's General Shareholders' Meeting, and to appear, where appropriate, before the relevant Spanish Register of Companies or any other registers and carry out whatever actions are required or appropriate for the effective registration of the decisions adopted by the General Shareholders' Meeting;

    • b) to clarify, specify, correct and conclude the decisions adopted and resolve any queries or issues that may arise, remedying and concluding whatever faults or omissions are preventing or hindering the effectiveness or registration of the corresponding decisions;

    • c) to make the arrangements that are required or necessary for the execution and development of the decisions adopted, and to carry out whatever actions, legal business, contracts, declarations or operations are appropriate for the same purpose; and

    • d) to grant any other public or private documents that may be required or appropriate for the execution, development, effectiveness and successful conclusion of all the resolutions adopted by the General Shareholders' Meeting, without any limitation thereto.

  • 8th. Approval of the minutes of the meeting.

    The minutes of the meeting are approved.

***

Attachments

  • Original document
  • Permalink

Disclaimer

Gestamp Automocion SA published this content on 08 May 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 08 May 2018 16:14:02 UTC