FOMENTO DE CONSTRUCCIONES Y CONTRATAS, S.A. 1.Analysis and approval, if applied, of yearly balance sheets and report of management, corresponding to economical exercise of 2014, of the company Fomento de Construcciones y Contratas, S.A. and its consolidated group, as well as the management of the board of directors during the same period.
It was agreed: 'Approval of the yearly based balance sheets and report of management, corresponding to exercise 2014 de FOMENTO DE CONSTRUCCIONES Y CONTRATAS, S.A. (hereinafter, the 'company' or 'FCC') as well as its Consolidated Group. These documents have been reported with the favourable support of the Audit and Control Committee and verified by the Auditor of Balance Sheets of the Company.'
Also It was agreed to: 'Approve the management of the Board of Directors of the Company during the social term closed by 31 December 2014.'
2.Consideration and approval,if applied, of the proposal of the application of the results of term 2014.
Attending the negative result which shows the Balance of Losses and Gains of the social term closed by 31 December 2014, proposes: 'Apply the result of term 2014, with a loss of
906,473,265.46 Euros, to the balance sheet of «Negative Results of past terms»'.
3.Reelection of the auditors of the balance sheets of the Company and its Consolidated
Group.
It was agreed: 'Re-elect, counting with favourable report of the Audit and Control Committee, as Auditor of Balance Sheets of the Company and its Consolidated Group for the term of 2016, the firm DELOITTE, S.L., with its address in Madrid, Plaza Pablo Ruiz Picasso, number 1; inscribed at Commercial Register of Madrid, at volume 13.650, folder
188, section 8th, page M-54414 and inscribed in ROAC under number S-0692 and provided with CIF B79104469.'
4.Amendment of the Social by-laws for the purposes of, as the case may be. (i) adapt them to the revision of the Law of the Societies of Capital introduced by the law
31/2014, of 3 December and (ii) perform technical improvements. Approval of a consolidated wording. (
4.1. Amendment of the sections 1st ('Denomination') and 4th ('Social address,branches and corporative website') of the Title I ('General dispositions').
It was agreed: 'According to report issued by Administration Board which was at disposal of shareholders since the publication of call for the General Meeting, approve the amendment of the sections 1st and 4th of Social By-laws, in the terms which appears at the annex of present proposal of agreements.'
4.2. Amendment of the sections 5th ('Social Capital'), 6th ('Shares'), 7th(Transmission of shares'), 8th (Procedures without vote) and 10th ('Usufruct,pledge and seizure of shares') of the Second Section ('Social capital andshares).It was agreed: 'According to report issued by Administration Board which was at disposal of shareholders since the publication of call for the General Meeting, approve the amendment of the sections 5st, 6th, 7th, 8th and 10th of Social By-laws, in the terms which appears at the annex of present proposal of agreements.'
4.3. Amendment of the sections 11th ('Organs of the Company') of Third Title ('ofthe governance of the Company').It was agreed: 'According to report issued by Administration Board which has been available to shareholders since the publication of call for the General Meeting, approve the amendment of the article 11st of Social By-laws, in the terms which appears at the annex of present proposal of agreements.'
4.4. Amendment of the sections 12th ('General Meeting'), 13th ('Type ofAssemblies'), 14th ('Call for'), 16th ('Power and obligation of calling formeeting'), 17th ('Constitution of the meeting'), 18th ('Legitimizing forassistance to the meeting'), 19th ('Representation'), 20th ('Place and time ofcelebration'), 21st ('Chairman of the meeting'), 22nd ('List of attendants'),23rd ('Right for Information') and 24th ('Discussions').Taking of decisions. Minutes'); the incorporation of new sections 14 ('General Meeting's competences'), 20 ('Emission of votes on distance') and 25 ('Conflict of interests'); and the elimination of sections 15th ('Universal Meeting') and 25th ('Faculties of the Meeting') of Part 1st ('Of General Meeting') of Section Third.
It was agreed: 'According to the report of Administration Board which has been available to the shareholders since the publication of the call for General Meeting, approve the Amendment of the sections 12th, 13th, 14th, 16th, 17th, 18th, 19th,
20th, 21st, 22nd, 23rd and 24th, as well as the incorporation of the new sections 14,
20 and 25 and the elimination of the sections 15th and 25th of the Social By-laws, with the terms which appears in the annex of present proposal of agreements.'
It was agreed: 'According to report issued by Administration Board which has been available to shareholders since the publication of call for the General Meeting, approve the amendment of the article 26st, 27th, 28th, 29th, 30th, 31st, 32nd, 33rd,
34th, 35th, 36th and 37th of Social By-laws, in the terms which appears at the annex
of present proposal of agreements.'
It was agreed: 'According to report issued by Administration Board which has been available to shareholders since the publication of call for the General Meeting, approve the amendment of the article 38st, 39th and 40th, as well as the incorporation of the new article 41 of Social By-laws, in the terms which appears at the annex of present proposal of agreements.'
4.7. Amendment of the articles 42nd ('Of the annual balance sheets'), 43rd ('Application of the results') and 44th ('Depositing of the balances') of the fifth Title ('Of social exercise and of the annual balances').It was agreed: 'According to report issued by Administration Board which was available to shareholders since the publication of call for the General Meeting, approve the amendment of the sections 42nd, 43rd and 44th of Social By-laws, in the terms which appears at the annex of present proposal of agreements.'
4.8. Amendment of the article 45th ('Dissolution') of the Sixth Title ('Dissolution and liquidation').It was agreed: 'According to report issued by Administration Board which has been available to shareholders since the publication of call for the General Meeting, approve the amendment of the article 45st of Company's By-laws, in the terms which appears at the annex of present proposal of agreements.'
4.9. Approval, as a result of previous amendments, of a consolidated text of the By-laws.It was agreed: 'According to report issued by Administration Board which has been available to shareholders since the publication of call for the General Meeting, approve a consolidated text of the Company's By-laws, incorporating the previous amendments and renumbering the articles contained.'
5.Amendment of the Regulations of the General Meeting of Share Holders for the purposes of, as the case may be, (i) adapt them to the revision of the Law of the Societies of Capital introduced by the law 31/2014, of 3 December and (ii) perform technical improvements.Approval of a consolidated wording.
5.1. Amendment of the Introduction and incorporation of the new articles 1 ('Validity and amendment'), 2 ('Interpretation') and 3 ('Publicity') of the new Preliminary Title ('General Provisions').
It was agreed: 'According to report issued by Administration Board which was at disposal of shareholders since the publication of call for the General Meeting, approve the amendment of the Introduction, as well as the incorporation of the new articles 1, 2 and 3 of the Regulations of the General Meeting, in the terms which appears at the annex of present proposal of agreements.'
It was agreed: 'According to report issued by Administration Board which was available to shareholders since the publication of call for the General Meeting, approve the amendment of the sections 1, 2 and 3 of the Regulations of the General Meeting, in the terms which appear at the annex of current agreement proposals.'
5.3. Amendment of the articles 4 ('call for the General Meeting'), 5 (' Announcement of the call for'), 6 ('Information available since date of call for'), 7 ('Right of information previous to the celebration of the General Meeting') and 8 ('Delegations') of the Title II (' call for and the preparation of General Meeting').It was agreed: 'According to report issued by Administration Board which was available to shareholders since the publication of call for the General Meeting, approve the amendment of the sections 4, 5, 6, 7 and 8 of the Regulations of the General Meeting, in the terms which appear at the annex present proposal of agreements.'
5.4. Amendment of the sections 9 ('Right and duty of assistance'), 10 (' Presiding Panel of the General Meeting'), 11 ('Constitution of General Meeting of shareholders'), 12 ('Requests for intervening'), 13 ('Interventions'), 14 ('Information'), 15 ('Voting for proposals'), 15-b ('Emission of vote by distance'), 16 ('Adoption of agreements and proclamation of results'), 17 ('Finishing of Meeting'), 18 ('Minutes of meeting'), 19 ('Publicity of the agreements') and 20 ('Electronic Forum of Shareholders'); and the incorporation of the new sections 13 ('place and time of celebration'), 14 ('Infrastructure and means'), 21 ('Conflict of interests') and 24 ('provisional suspension and extension') of the Title III ('Celebration of General Meeting').It was agreed: 'According to report issued by Administration Board which was at disposal of shareholders since the publication of call for the General Meeting, approve the amendment of the sections 9, 10, 11, 12, 13, 14, 15, 15b, 16, 17, 18, 19 and 20, as well as the incorporation of the new articles 13, 14, 21 and 24 of the Regulations of the General Meeting, in the terms which appears at the annex of present proposal of agreements.'
5.5. Elimination of Annex ('Terms of Reference of Electronic Forum of Shareholders').It was agreed: 'According to report issued by Administration Board which has been available to shareholders since the publication of call for the General Meeting, approve the elimination of the annex of Regulations of General Meeting, in the terms which appears at the annex of present proposal of agreements.'
5.6. Approval, as a result of previous amendments, of a consolidated text of the Regulations of General Meeting.
It was agreed: 'According to report issued by Administration Board which has been available to shareholders since the publication of call for the General Meeting, approve a consolidated text of the Regulations of the General Meeting, incorporating the previous amendments and renumbering the articles contained.'
6. Appointment and / or reelection of counsellors.
6.1. Appointment of SAMDE INVERSIONES (INVESTMENTS) 2010, S.L. UNIPERSONAL (INDIVIDUAL) as proprietary counsellor.It was agreed: 'Appoint, with previous favourable report of the Commission of Appointments and Retributions, as member of Administration Board, effective since the date of celebration of present meeting and for the period indicated at by-laws of four (4) years of SAMEDE INVERSIONES 2010, S.L. INDIVIDUAL with the category of proprietary counsellor.'
6.2. Reelectionof DOMINUM DIRECCIÓN Y GESTIÓN, S.A. as proprietarycounsellor.It was agreed: 'Re-elect, with previous favourable report of the Commission of Appointments and Retributions, as member of Administration Board, effective since the date of celebration of present meeting and for the period indicated at by-laws of four (4) years of DOMINUM DIRECCIÓN Y GESTIÓN, S.A. with the category of dominical manger.'
6.3.Appointmentof INMOBILIARIAAEG, S.A. OF CV as dominical manger.
It was agreed: 'Appoint, with previous favourable report of the Commission of Appointments and Retributions, as member of Administration Board, effective since the date of celebration of present meeting and for the period indicated at by-laws of four (4) years of INMOBILIARIA AEG, S.A. OF CV with the category of proprietary counsellor.'
6.4.Appointment of INMUEBLES INSEO, S.A. OF CV as dominical manger.
It was agreed: 'Appoint, with previous favourable report of the Commission of Appointments and Retributions, as member of Administration Board, effective since the date of celebration of present meeting and for the period indicated at by-laws of four (4) years of INMUEBLES INSEO, S.A. OF CV with the category of proprietary counsellor.'
6.5. Appointmentof Mr.ALEJANDRO ABOUMRAD GONZÁLEZ as proprietarycounsellor.It was agreed: 'Appoint, with previous favourable report of the Commission of Appointments and Retributions, as member of Administration Board, effective since the date of celebration of present meeting and for the period indicated at by-laws of four (4) years of Mr. Alejandro Aboumrad González with the category of proprietary counsellor.'
6.6. Appointmentof Mr.GERARDO KURI KAUFMANN as proprietary counsellor.
It was agreed: 'Appoint, with previous favourable report of the Commission of
Appointments and Retributions, as member of Administration Board, effective since the date of celebration of present meeting and for the period indicated at by-laws of four (4) years of Mr. Gerardo Kuri Kaufmann with the category of proprietary counsellor.'
It was agreed: 'Appoint, with previous favourable report of the Commission of Appointments and Retributions, as member of Administration Board, effective since the date of celebration of present meeting and for the period indicated at by-laws of four (4) years of Mr. Manuel Gil Madrigal with the category of independent manager.'
6.8.Appointment of Mr. HENRI PROGLIO as independent manager.
It was agreed: 'Appoint, with previous favourable report of the Commission of Appointments and Retributions, as member of Administration Board, effective since the date of celebration of present meeting and for the period indicated at by-laws of four (4) years of Mr. Henri Proglio with the category of independent manager.'
6.9. Appointmentof Mr.ÁLVARO VÁZQUEZ DE LAPUERTA as independentmanager.It was agreed: 'Appoint, with previous favourable report of the Commission of Appointments and Retributions, as member of Administration Board, effective since the date of celebration of present meeting and for the period indicated at by-laws of four (4) years of Mr. Álvaro Vázquez de Lapuerta with the category of independent manager.'
7.Approval, for the purposes which would result necessaries, of the release of the obligation of no developing activities which presumes an effective competence with the Company, in accordance with article 230 of the Spanish Corporate Law.
In accordance with Article 229 of the Spanish Corporate Law, after the wording given by the law 31/2014, of 3 December, which modifies the Spanish Corporate Law for the betterment of corporative governance, the members of Administration Board must abstain from developing activities as freelance or working for others which would imply an effective competence, regardless of present or potential, with the Company or, in any other way, would place them in a permanent conflict with the interests of the Company.
On its behalf, the Article 230 of the Spanish Corporate Law allows the General Meeting release al manager of such obligation in the case that it would not expect any loss for the Company or the given loss would be compensated by the benefits foreshadowed to obtain by that release.
Under the Sixth Point of Agenda, have been submitted for approval to General Meeting the appointment of four Counsellors (Inmobiliaria AEG, S.A. de CV, Inmuebles Inseo, S.A. de CV,
Alejandro Aboumrad González y Gerardo Kuri Kaufmann), whose respective professional
profiles have been at disposal of shareholders. The mentioned counsellors receive the qualification of proprietary counsellors of shareholder Control Empresarial de Capitales S.A. of C.V. (depending to Inmobiliaria Carso, S.A. of C.V.), company belonging to an international group of companies in which those referred by Counsellors or its representatives physical persons, occupy manager or administrative posts and, among other corporate sectors, develops certain building activities, real state and concessions.
Although to the present date it cannot be considered that none of these four counsellors, or their respective physical representatives, whose approval is proposed develops direct or indirectly an activity which would place them in a situation of permanent conflict with the interests of the Company, given that the new Article 229 of the Spanish Corporate Law mentions as well to a 'potential' competence and would fit a vast interpretation of this word, in order to avoid any risk of no compliance with the new wording of the law and, given the fact that cannot foresee any loss for the Company, but on the contrary synergies with FCC for the purposes of future opportunities of business, especially in Latin‐America, which is foreseeable that will bring benefits for the Company, for the purposes of what is established in the Article
230 of the Spanish Corporate Law, is submitted to the vote of present General Meeting the release of the above mentioned four counsellors in order to capacitate them for having direct or indirect participation or act at posts at board of counsellors or administrative positions in the societies of the group to which belongs the shareholder Control Empresarial de Capitales S.S. de C. V. and Inmobiliaria Carso, S.A. of C.V. or in their participated and affiliated entities.
7.1. Approval, for the purposes which would result necessary, of the release from obligation of not developing activities which presume an effective competence with the Company, in accordancewith the Article 230 of the Spanish Corporate Law, regarding Inmobiliaria AEG, S.A. de C.V. and its physical person representative.It was agreed: 'Release and, thus, allow to real‐state company AEG, S.A. of CV and its physical person representative, direct or indirect participation, as well as occupying posts and functions in the societies of the Group to which belongs the shareholder Control Empresarial de Capitales S.A. of C.V. and Inmobiliaria Carso, S.A. of C.V. or in their participated or affiliated entities'.
7.2. Approval, for the purposes which would result necessary, of the release from obligation of not developing activities which presume an effective competence with the Company, in accordance with the Article 230 of the Spanish Corporate Law, regarding Inmobiliaria AEG, S.A. de C.V. and its physical person representative.
It was agreed: 'Release and, thus, allow to entity Inseo, S.A. of CV and its physical person representative, direct or indirect participation, as well as occupying posts and functions in the societies of the Group to which belongs the shareholder Control Empresarial de Capitales S.A. of C.V. and Inmobiliaria Carso, S.A. of C.V. or in their participated or affiliated entities'.
7.3. Approval, for the purposes which would result necessaries, of the release of the obligation of no developing activities which presumes an effective competence with the Company, in accordance with Article 230 of the Spanish Corporate Law, regarding Mr. Alejandro Aboumrad González.
It was agreed: 'Release and, thus, allow Mr. Alejandro Aboumrad González direct or
indirect participation, as well as occupying posts and functions in the societies of the Group to which belongs the shareholder Control Empresarial de Capitales S.A. of C.V. and Inmobiliaria Carso, S.A. of C.V. or in their participated or affiliated entities'.
7.4. Approval, for the purposes which would result necessaries, of the release of the obligation of not developing activities which presumes an effective competence with the Company, in accordance with Article 230 of the Spanish Corporate Law, regarding Mr. Gerardo Kuri Kaufmann.
It was agreed: 'Release and, thus, allow Mr. Gerardo Kuri Kaufmann direct or indirect participation, as well as occupying posts and functions in the societies of the Group to which belongs to the shareholder Control Empresarial de Capitales S.A. of C.V. and Inmobiliaria Carso, S.A. of C.V. or in their participated or affiliated entities'.
8. Retribution ofthe members of the Administration Board.
8.1. Retribution of the members of the Board of Management correspondingto term 2014.
In accordance with the provisions of annual report regarding the retributions of Counsellors submitted to vote and approved by Ordinary General Meeting of Shareholders of 23 June, 2014, and based on Article 38 of by-laws of Company, the retributive system of Counsellors includes the retribution consistent of a participation of cash benefits, as well as a retribution for the effective assistance of the Counsellors to the sessions of Board and its Commissions.
In accordance with the indications of the proposal of agreement of Second Point of the Agenda of present Meeting, the results of term 2014 implies the no proceed of accrual of the retribution of counsellors consisting of a participation in cash benefits.
Consequently, the Counsellors will be remunerated for developing their tasks only due to their assistance to the meetings of Board and its interim Commissions and for this purpose, the General Meeting must determine the quantity which corresponds under this concept, which will be distributed by the Board among its members bearing in mind their effective assistance to the meetings.
Based on the previous statement, It was agreed: 'Approve, in accordance with Article 38 of By-laws of Company, that total amount to be distributed among Counsellors corresponding to the retribution of term 2014 for effective assistance to Board and its Commissions would be 619,500 Euros.'
retributions of the Counsellors.
According to what is established at Article 541 of the Spanish Corporate Law and Article 38 of the By-Laws of Company, the Board must elaborate yearly a report about the retributions of the Counsellors of the year in course and the application of the policy of retributions valid at the precedent term. In its session of 27 February
2015, the Administration Board of the Company, with previous favourable report of
the Commission of Appointments and Retributions, approved the report regarding
retributions of the Counsellors which has been published as relevant fact at website of the National Commission of Value Market on 28 February 2015 and made available to shareholders in the website of the Company since the publication of the call for the General Meeting.
Based on the previous statement, It was agreed: 'Approve, with consultative character, the mentioned annual report regarding retributions of Counsellors of FCC.'
9.Authorization to Administration Board, with powers of substitution, to convene, at one or several times, to increase the capital in accordance with Article 297.1.b) of the Spanish Corporate Law, subject to its limits described at the same Article, and with the power, when appropriate, of agree upon the exclusion of the right of preferential subscription up to limit of 20% of company's capital at the moment of present delegation.
It was agreed: 'Authorize to the Administration Board to agree upon increasing, at one or several times, the company's capital with a maximum amount of up to 50% of subscribed and paid-up capital at the date of present authorization, i.e. the amount of HUNDRED THIRTY MILLIONS TWO HUNDRED EIGHTY SIX THOUSAND HUNDRED EIGHTY NINE EUROS AND FIFTY CENTS (130,286,189.50 - Euros).
The increasing of capital, where appropriate, agreed upon, must be realised in a maximum period of five years starting from today's date.
Such increasing of company's Capital could be undertaken, with or without share's premium, well through nominal value increasing of existing shares with the requirements foreseen at the Spanish Corporate Law, well through emission of new ordinary or privileged, shares with or without votes, or redeemable shares, or any other type admitted in Law or several modalities at the same time, consisting of exchange value of the new shares or the increasing of the nominal value of the existing ones, at money contribution, included the transformation of the reserves of free availability, could also use simultaneously both modalities, if supported by the current legislation.
The Administration Board will be authorized, by virtue of this delegation, to establish that, in the case of incomplete subscription, the capital will be raised only at the precise amount of effected subscriptions, and for giving a new wording to the Article of By-Laws of Company related to company's capital, once agreed upon and executed the increase.
It will be considered included inside the disposable limit at each moment of the maximum quantity before referred to the amount of the increasing of the capital which, where appropriate, and with the purpose of attending the conversion of obligations, agreed upon by the Administration Board exercising the powers propose to delegate under the eleventh point of Agenda.
In virtue of present authorization, the Administration Board will be furthermore empowered to demand the admission to go public for new values that could be emitted at any stock market or regulated market, national or abroad, in accordance with legislation applicable.
It's attributed explicitly to the Administration Board the power of exclusion, at all or partly, the right of preferential subscription, in accordance with what is established at Article 506 of the Spanish Corporate Law up to a maximum nominal amount, conjunctively, equal to 20
% of the company's capital at the moment of present authorization, in relation with all or
any emissions that would agree upon based on this authorization, also included the
exclusions of the right of preferential subscription undertaken in the context of emissions of values under Point Eleventh of Agenda.
In any case, if the Board decides to remove the right to preferential subscription, would emit at the same time of adoption the corresponding agreement of raising the capital, a report detailing the concrete reasons of company's interest which would justify such a measure, which will be the object of correlative report of an auditor of accounts, different from the Company which refers to the Article 506 of the Spanish Corporate Law. Those reports will be available to shareholders and transmitted to the first General Meeting which will be hold after agreement upon the emission.
In accordance with the articles 286, 297.1.b) and 506 of the Spanish Corporate Law, the Administration Board has made available to the shareholders a supporting report of the present proposal of agreement.
The Administration Board is equally authorized to delegate in favour of Executive Committee the powers conferred to by virtue of present agreement, according to intended purpose of the article 249.bis.l) of the Spanish Corporate Law.'
It was agreed: 'To authorize the Administration Board of the Company to agree upon the emission, in one or several times, of whatsoever values of fixed income or debt instruments of similar nature, simple or with guarantee which will be undertaken in accordance with the following condition:
1. Values object of the emission. The values referred to in this delegation could be obligations, bond and other values of fixed income or debt instruments of the similar nature, simple or with guarantee, at any forms admitted at Law, including, without limitative character, mortgage notes, promissory notes, preferential participations, or similar other values. 2. Term. The emission of the values could be effectuated at one or several times, at any moment, under the maximum term of five (5) years starting from the date of adoption of present agreement. 3. The maximum amount of the delegation. The maximum amount of emission or emissions of values agreed upon under the framework of this delegation will be of one thousand million Euros (1,000,000,000 €) or its equivalent in another currency.In order to calculate the previous limit, will compute the cash flow of the emissions under the framework of itself. For this purpose, will not compute, the emissions undertaken following the delegation contained under the Point Eleventh of Agenda.
4. Scope of the delegation. The delegation to which refers this agreement will be extended, as widely as required on Law, to the setting of different aspects and conditions of each emission. Particularly, and merely for declaratory purposes, not limitative ones, will correspond to the Administration Board of the Company determine, for each emission, its amount, always within the global quantitative expressed limits; the place of emission (whether this maybe national or abroad) and the currency, and if is a foreigner one, its
equivalence in Euros; the denomination, either bond or obligations or any other admitted by
Law; the date or dates of emission; the interest rate, dates and procedures for the payment of voucher; the character of perpetual or redeemable and in this last case the depreciation period and the date of maturity; the type of refund, premiums and prizes, the guarantees, including mortgage securities; the form of representation, through titles or annotations at accounts; the subordinated character or not of the emitted values; the number of values and its nominal value; the applicable legislation, either national or foreigner; request, if appropriate, the admission to negotiation in secondary official or not official markets, organized or not, nationals or foreigners, of the values emitted with the requirements foreseen at each case under current legal normative; and, generally, whatsoever other condition of the emission, as well as, if appropriate, designation of the corresponding examiner of the syndicate of the bearers of the values that could be emitted and approve the fundamental rules governing the legal relations between the Company and this syndicate, which if appropriate, would exist.
The delegation includes likewise the attribution to the Administration Board of the capacity of decision making regarding the conditions of refund or payback of the emitted values in use of this authorization, with the possibility of using for such purposes any instrument given in the foreseen legislation in regard to the Spanish Corporate Law. Furthermore, the Administration Board rests empowered to, whenever esteems convenient, and conditioned to obtaining the eventual necessary authorizations and, if appropriate, with the conformity of the assemblies of corresponding syndicates of bearers of pertinent values which could be emitted using this authorization, would modify the terms and conditions of such values.
11.Authorization to the Administration Board, with explicit powers of substitution, to agree upon the emission, in one or several times, of whatsoever values of fixed income or instruments of debt similar nature convertibles to or giving the right to subscribe shares of the company or might be redeemable or gives the right to acquire shares of the Company or other companies, for a maximum amount of five hundreds millions of Euros (500,000,000 €); as well as to raise the company's capital in the quantity needed, and to exclude, if appropriate, the right of preferential subscription up to a limit of 20 % of the company's capital at the present moment of delegation.
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