SACYR, S.A. The Company's Board of Directors has resolved to call its General Shareholders' Meeting on 7 June 2017 at first call, and in the event that the required quorum is not reached, on second call on the following day, 8 June 2017 (the General Shareholders' Meeting is expected to be held on second call).
The full text of the call notice is shown in the appendix attached; to be published tomorrow in the Spanish newspaper "Expansión".
The full text of the proposed resolutions and other documents relating to the meeting are available to shareholders at the Company's registered business address (Paseo de la Castellana nº 83-85, Madrid 28046), and on the corporate website (www.sacyr.com).
Madrid, 4 May 2017.
The text in English is not a certified translation of the Spanish version and it is only provided for easy reference. In case of discrepancy between the English and the Spanish versions the latter shall prevail.
Sacyr, S.A. Ordinary General Shareholders' MeetingThe Board of Directors of Sacyr, S.A. has agreed to call an Ordinary General Shareholders' Meeting, to be held in Madrid at the Duques de Pastrana Complex, located at Paseo de la Habana 208, on 7 June 2017 at 12:00 noon on first call or, in the event that the required quorum is not reached, on second call on the following day, 8 June 2017, at the same place and time, to enable shareholders to deliberate and vote on the following:
AGENDAITEMS CONCERNING FINANCIAL STATEMENTS AND CORPORATE MANAGEMENT
One. Examination and approval, where appropriate, of the individual financial statements and management report of Sacyr, S.A., and the consolidated financial statements and management report of Sacyr, S.A. and its subsidiaries, for the year ended 31 December 2016. Two. Examination and approval, where appropriate, of the proposed application of profits for the financial year ended 31 December 2016. Three. Review and, where appropriate, approval of the Board of Directors' management during the year ended 31 December 2016.ITEM CONCERNING THE BOARD OF DIRECTORS
Four. Advisory vote on the Annual Compensation Report of the Directors for the 2016 year.ITEM CONCERNING THE EXTERNAL AUDITOR
Five. Re-election of the auditors of Sacyr, S.A. and of its consolidated group for 2017, 2018 and 2019.ITEM CONCERNING THE CHANGE IN SHARE CAPITAL AND SHAREHOLDER REMUNERATION
Six. Increases in share capital, charged to profits or reserves.Approval of a first share capital increase, charged to profits or reserves ("bonus issue"), for a par value of EUR 15,679,727, through the issuance and circulation of 15,679,727 shares, with a par value of one euro (EUR 1) per share, with no share premium, of the same class and series as those currently in circulation and with the possibility of incomplete subscription/allocation; consequent amendment of the relevant article of the Company Bylaws. Application for admission to trading on official markets of any new shares issued. Delegation of powers to the Board of Directors, with express powers to delegate such authority, to establish the conditions for the share capital increase in any matters not provided for by this General Meeting, and to take any action necessary to carry out the capital increase and to amend the wording of article 5 of the Company Bylaws.
Approval of a second share capital increase, charged to profits or reserves ("scrip dividend"), for a maximum par value of up to EUR 17,000,000, through the issuance of new ordinary shares with a par value of one euro per share, with no share premium, of the same class and series as those currently in circulation, with the possibility of incomplete subscription/allocation; consequent amendment of the relevant article of the Company Bylaws. Commitment to purchase free allocation rights at a guaranteed fixed price. Application for admission to trading of any new shares issued. Delegation of powers to the Board of Directors, with express powers to delegate such authority, to establish the conditions for the share capital increase in any matters not provided for by this General Meeting, and to take any action necessary to carry out the capital increase and to amend the wording of article 5 of the Company Bylaws.
ITEM CONCERNING PROXY ARRANGEMENTS OR AUTHORISATIONS TO THE BOARD OF DIRECTORS
Seven. Authorisation to the Board of Directors to interpret, rectify, supplement, implement and carry out any resolutions agreed by the General Shareholders' Meeting. The Board is further authorised to delegate any powers conferred by the General Shareholders' Meeting, and delegate its powers for any such resolutions to be recorded in a notarised deed. ****** Addendum to the call notice: Shareholders accounting for at least three per cent of the share capital may request an addendum be attached to this call notice to include one or more items on the Agenda. In this request shareholders must at least stipulate (i) the identity of the shareholder or shareholders exercising this right; (ii) the number of shares held or represented by the shareholder or shareholders; (iii) the items to be included on the Agenda; and (iv) justification for the items proposed or, where applicable, a reasoned proposal for a resolution. This right must be exercised by means of certifiable notification at the registered business address of Sacyr, S.A. (Paseo de la Castellana, 83-85, 28046 Madrid) within five days of publication of the meeting call notice. Presentation of proposed resolutions: Shareholders representing at least three per cent of the share capital may, within the same time frame for submission of addenda, submit well-founded resolution proposals on items that are already included or that should be included on the Agenda for the General Shareholders' Meeting, in the terms stipulated in Article 519.3 of the Spanish Corporate Enterprises Act. Attendance rights: Shareholders have the right to attend this meeting in the terms set forth in the Company Bylaws if they hold a number of shares, the par value of which exceeds one hundred and fifty euros (EUR 150), i.e. at least 151 shares, which have been registered in their name in the accounting registers at least five (5) days before the date on which the General Shareholders' Meeting is held. Shareholders who do not hold the minimum number of shares to enable them to attend may delegate representation of the shares in writing to a person who has the right to attend (since this person holds the minimum number of shares, or acts in representation of this number of shares), or form a group with other shareholders in the same situation until the required number of shares has been attained, and may confer written representation on one of their number.Attendance rights may be delegated pursuant to the provisions of the Spanish Corporate Enterprises Act, the Company Bylaws and the General Shareholders' Meeting Regulations.
Attendance cards will be issued by entities participating in Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (IBERCLEAR) where required. The attendance card register will be opened two hours before the advertised commencement of the General Shareholders' Meeting. For the purpose of certifying the identity of shareholders or their representatives, those attending may be required to accredit this on entering the General Shareholders' Meeting by presenting their national identity card, foreign identity card or passport; legal person shareholders may also be required to present a document accrediting sufficient authorisation for representation by the natural person attending.
Proxy and remote representation and voting: Shareholders entitled to attend the meeting may (i) delegate or confer representation or (ii) vote remotely before the meeting is held, pursuant and subject to the provisions of Articles 27 and 34 of the Company Bylaws and Articles 8 and 22 of the General Shareholders' Meeting Regulations. In accordance with the abovementioned articles, the Board of Directors has prepared the following regulations for this shareholder meeting, which are applicable to the General Shareholders' Meeting to which this call refers:Proxy remote representation.
Remote means.
Remote means to delegate or confer representation may be as follows:
Electronic means: Shareholders must delegate or confer representation by electronic means through the Sacyr, S.A. corporate website (www.sacyr.com).
Given that the mechanism for granting electronic proxy must ensure that appropriate guarantees of authenticity and identity of the person delegating the proxy are met, shareholders who wish to use this method of delegation must have a pre-acknowledged or recognised electronic signature, as provided for in Law 59/2003, of 19 December, on Electronic Signatures, based on a recognised electronic certificate, with no record of revocation and which may be (i) an Electronic User Certificate issued by the Spanish Public Certification Authority (CERES), which forms part of the Fábrica Nacional de Moneda y Timbre - Real Casa de la Moneda (FNMT-RCM or Public Mint), or (ii) a recognised electronic certificate that is incorporated into the Electronic National Identity Card issued in accordance with Royal Decree 1553/2005, of 23 December, governing the issue of National Identity Cards and electronic signature certificates (hereinafter, jointly, a "Valid Electronic Signature").
Once the shareholder has the relevant Valid Electronic Signature, then, through the "Junta General 2017" space on the Sacyr, S.A. corporate website (www.sacyr.com), using the "Delegación electrónica" form, and under the terms and conditions outlined therein, s/he may assign his/her proxy to another person, even if it is not a shareholder, for that person to represent him/her in the General Shareholders' Meeting. The electronic proxy form will be considered an electronic copy of the proxy attendance and representation card for the purposes of Article 27.2 b) of the Company Bylaws.
Sacyr SA published this content on 04 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 04 May 2017 17:49:11 UTC.
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