GAMESA CORPORACION TECNOLOGICA, S.A.- SIGNIFICANT EVENT
As per set in Section 82 of the Act 24/1988, of the Stock
Exchange, GAMESA announces the following statement:
GAMESA CORPORACIÓN TECNOLÓGICA, S.A.
2012 SHAREHOLDERS' ORDINARY GENERAL MEETING
The Board of Directors of Gamesa Corporación Tecnológica,
Sociedad Anónima agreed in its meeting of May
23, 2012 to call the Shareholders' Ordinary General Meeting
of the company, which will be held at the first call on
Thursday June 28, 2012 at 12:00 p.m. in the Auditorium of the
Building 101 (Barco Building) of the Technological Park of
Bizkaia, located in Zamudio (Vizcaya), Ibaizabal Bidea, and
in the event of there not being the quorum of attendance
required by Law, it will be held at the second call on Friday
June 29, 2012 at 12:00 p.m., at the same place and time, with
the purpose of deliberate and take agreements about the
issues included in the following
Agenda
ITEMS RELATING TO THE ANNUAL FINANCIAL STATEMENTS AND THE
MANAGEMENT OF THE COMPANY:
ONE.- Examination and approval, if applicable, of the
individual Annual Accounts (balance sheet, profit and loss
account, statement of changes in shareholders' equity,
statement of cash flows and annual report) of Gamesa
Corporación Tecnológica, Sociedad Anónima, and of the
consolidated Annual Accounts with its dependent companies
(balance sheet, profit and loss account, statement of changes
in shareholders' equity, statement of cash flows and annual
report), for the fiscal year ended on December
31, 2011.
TWO.- Examination and approval, if applicable, of the
individual management report of Gamesa Corporación
Tecnológica, Sociedad Anónima, and of the consolidated
management report with its dependent companies for the fiscal
year ended on December 31, 2011.
THREE.- Examination and approval, if applicable, of the
management and actions of the Board of
Directors during the fiscal year ended on December 31,
2011.
ITEMS RELATING TO SHAREHOLDER COMPENSATION:
FOUR.- Examination and approval, if applicable, of the
proposal for the allocation of profit/losses and the
distribution of dividends of Gamesa Corporación Tecnológica,
Sociedad Anónima for the fiscal year ended on December 31,
2011.
NOTICE. The present document is a translation of a duly approved document in Spanish- language, and it is only provided for informational purposes. Shall a discrepancy between the present translation and the original document in Spanish-language appear, the text of the original Spanish-language document shall always prevail.
FIVE.- Approval, for the free-of-charge allocation of the
ordinary shares issued to the shareholders of the Company, of
an increase in share capital by means of a scrip issue at a
maximum reference market value of eleven million two hundred
and fifty thousand (11,250,000) euros. The shareholders will
be offered the acquisition of their free-of-charge allocation
rights at a guaranteed price. Express provision for the
possibility of an incomplete allocation. Application for
admission of the resulting shares to listing on the Bilbao,
Madrid, Barcelona and Valencia Stock Exchanges, through the
Automated Quotation System (Sistema de Interconexión
Bursátil). Delegation of powers to the Board of Directors,
including the power to amend Article 4 of the By-Laws.
ITEMS RELATING TO THE COMPOSITION OF THE BOARD OF
DIRECTORS:
SIX.- Ratification of the appointment as Director of Mr.
Ignacio Martín San Vicente made by cooption after the holding
of the last Shareholders' General Meeting, as an Executive
Director.
SEVEN.- Ratification of the appointment as Director of Ms.
Sonsoles Rubio Reinoso made by cooption after the holding of
the last Shareholders' General Meeting, as an External
Proprietary Director.
ITEMS RELATING TO AMENDMENTS OF BY-LAWS AND REGULATIONS:
EIGHT.- Amendment to the By-Laws.
8.1. Amendment to article 18 for its adaptation to the
amendment operated by the Capital
Companies Law regarding the call of the Shareholders' General
Meeting.
8.2. Amendment to article 19 to include the novelties
introduced by the amendment of the Capital
Companies Law in the information right in the Shareholders'
General Meeting.
8.3. Amendment to article 22 to adapt the regulation of the
proxy right in the Shareholders' General
Meeting to the novelties introduced in that regard in the
Capital Companies Law.
8.4. Amendment to article 28 to adapt the provisions about
the deliberation and adoption of agreements in the
Shareholders' General Meeting to the amendments introduced by
the Capital Companies Law in that matter.
8.5. Amendment to article 37 to include the right of the
Directors that represent, al least, a third part of the
members of the Board of Directors to call the Board of
Directors, according to the amendment operated in the Capital
Companies Law.
8.6. Amendment to article 40.2 to adapt it to the novelties
introduced by the Sustainable Economy Law in relation to the
Annual Report about the Remuneration of the members of the
Board of Directors.
8.7. Amendment to article 44.3. to attribute competencies to
the Appointments and Remuneration Committee in relation to
the new Annual Report about the Remuneration of the members
of the Board of Directors introduced by the Sustainable
Economy Law.
8.8. Introduction of a new article 48 in relation to the
Annual Report about the Remuneration of the members of the
Board of Directors, according to the Sustainable Economy Law.
NOTICE. The present document is a translation of a duly approved document in Spanish- language, and it is only provided for informational purposes. Shall a discrepancy between the present translation and the original document in Spanish-language appear, the text of the original Spanish-language document shall always prevail.
NINE.- Amendment to the Shareholders' General Meeting
Regulations.
9.1. Amendment to article 8 for its adaptation to the
amendment operated by the Capital Companies
Law regarding the call of the Shareholders' General
Meeting.
9.2. Amendment to article 12 to include the novelties
introduced by the amendment of the Capital Companies Law in
the regulation of the information right prior to the
celebration of the Shareholders' General Meeting.
9.3. Amendment to article 15 to adapt the regulation of the
proxy right in the Shareholders' General
Meeting to the novelties introduced in that regard in the
Capital Companies Law.
9.4. Amendment to articles 17 and 31 to improve the
systematic of these articles and introduce improvements in
the functioning of the Shareholders' General Meeting.
9.5. Amendment to article 37 to introduce the novelties
introduced by the Capital Companies Law in relation to the
way of establishing the voting result of the Shareholders'
General Meeting.
9.6. Amendment to article 40.3 to adapt it to the novelties
introduced by the Sustainable Economy
Law in relation to the disclosure of the voting of the
Shareholders' General Meeting.
ITEMS RELATING TO GENERAL MATTERS:
TEN.- Approval of the corporate website to the effects of
article 11 bis of the Capital Companies Law.
ELEVEN.- Delegation of powers to formalize and execute all
resolutions adopted by the Shareholders' General Meeting, for
conversion thereof into a public instrument, and for the
interpretation, correction and supplementation thereof or
further elaboration thereon until the required registrations
are made.
ITEM SUBMITTED FOR CONSULTATIVE VOTING:
TWELVE.- Approval, with a consultative character, of the 2011
Annual Report about the Remuneration of the members of the
Board of Directors of Gamesa Corporación Tecnológica,
Sociedad Anónima.
INFORMATION TO BE PROVIDED TO THE SHAREHOLDERS:
Information shall be provided to the shareholders at the
Shareholders' General Meeting regarding: (1) the execution by
the Board of Directors of the capital increase by means of a
scrip issue for the free-of-charge allocation of the ordinary
shares issued to the shareholders of the Company, approved by
the Shareholders' General Meeting of May 25, 2011 ("Gamesa
Flexible Dividend") as item six on the agenda, and the
consequently amendment of article 4 of the By-Laws; (2) the
amendments to the Regulations of the Board of Directors
approved on May 23, 2012.
NOTICE. The present document is a translation of a duly approved document in Spanish- language, and it is only provided for informational purposes. Shall a discrepancy between the present translation and the original document in Spanish-language appear, the text of the original Spanish-language document shall always prevail.
I.- Right to attend the Meeting, to proxy representation and
to distance voting
All holders of at least one (1) share may attend the
Shareholders' General Meeting and participate in its
deliberations, with the right to be heard and to vote, so
long as they have caused such shares to be registered in
their name in the corresponding book-entry registry five (5)
days prior to the day on which the Shareholders' General
Meeting is expected to be held in its first or second call,
as it may be, which means, before twelve (12) a.m. of May 23
or 24, respectively, and be up to date in the payment of the
passive dividends.
Every shareholder having the right to attend may be
represented at the Shareholders' General Meeting by another
person, shareholder or not, by granting a proxy in writing or
by postal or electronic correspondence that provides
sufficient evidence of the identity of the shareholder
granting the proxy.
Shareholders having the right to attend may give a proxy
representation or cast their vote regarding proposals
relating to the items included in the Agenda by postal
(sending to Gamesa Corporación Tecnológica, Sociedad Anónima
the assistance, proxy voting or distance voting card to the
Shareholder's Office, located in the Building 222 of the
Technological Park of Bizkaia, Ibaiabal Bidea, 48170 Zamudio
(Vizcaya) Spain) or electronic (through communication issued
under his/her recognized electronic signature on the basis of
an electronic certificate issued for such purpose by the
Fábrica Nacional de Moneda y Timbre-Real Casa de la
Moneda, CAMERFIRMA or the Agencia Notarial de
Certificación (ANCERT), in respect of which there is
no evidence of revocation, through the software available on
the Company's corporate website www.gamesacorp.com)
correspondence.
The rights to attend the Meeting, to proxy representation and
to distance voting shall be exercised pursuant to the
provisions of the Capital Companies Law, the By-Laws and the
Shareholders' General Meeting Regulations and in accordance
with the instructions contained in the shareholder's guide,
available on the Company's website (www.gamesacorp.com) and
at the Shareholder's Office, where the model-form of
assistance, proxy representation and distance voting card
will we also available.
II. Right to supplement the notice of call to meeting and
presentation of new agreement proposals
According to article 519 of the Capital Companies Law the
shareholders that represent, at least, five (5) per cent of
the share capital, may request the publication of a
supplement of the notice of call of the Shareholders' General
Meeting including one or more items in the Agenda, as long as
the new items are accompanied by a justification or, if
applicable, by a justified agreement proposal. The supplement
of the notice of call will be published, at least, fifteen
(15) days in advance to the date indicated for the first call
of the General Meeting.
Likewise, the shareholders that represent, at least, five (5)
percent of the share capital may present, in the same period
of time mentioned in the previous section, justified
agreement proposals about issues included or that shall be
included in the Agenda, whose disclosure to the rest of
shareholders will be assured through its publication on the
Company's website (www.gamesacorp.com).
The exercise of these rights shall be carried out through a
reliable notification -addressed to the Secretary of the
Board of Directors- that may be received in the registered
office within the five (5) days following the publication of
the present notice of call.
In any case, the exercise of these rights will be carried out
according to the Capital Companies Law, the By- Laws and the
Shareholders' General Meeting Regulations and in accordance
with the instructions contained in the shareholder's guide,
available on the Company's website (www.gamesacorp.com) and
at the Shareholder's Office.
NOTICE. The present document is a translation of a duly approved document in Spanish- language, and it is only provided for informational purposes. Shall a discrepancy between the present translation and the original document in Spanish-language appear, the text of the original Spanish-language document shall always prevail.
III.- Right to receive information
The following documents are made available to the
shareholders in electronic format and interrupted on the
Company's website (www.gamesacorp.com) in accordance with the
Company's commitment of respect for and protection of the
environment:
(1) the notice of call to the Shareholders' General Meeting:
(2) the communication of the significant event (hecho
relevante) sent to the National Securities Market
Commission (Comisión Nacional del Mercado de
Valores) in relation to the call of the Shareholders'
General Meeting; (3) the full text of the proposed agreements
of all the items included on the Agenda; (4) the individual
Annual Financial Statements of Gamesa Corporación
Tecnológica, Sociedad Anónima and the Annual Consolidated
Financial Statements of the Company and its subsidiaries for
the fiscal year ended on December 31, 2011, as well as the
respective auditor's reports; (5) the Company's individual
management report and the consolidated management report of
the Company and its subsidiaries of the fiscal year ending on
December 31, 2011; (6) the Directors' liability statement
provided for in Section 35 ter of the Securities Market Law
that, with the documents previously mentioned, constitute the
annual financial report of the Company for fiscal year 2011;
(7) the report regarding the item five of the Agenda of the
Shareholders' General Meeting about the proposal of a capital
increase by means of a scrip issue; (8) the professional and
biographical data and other prescriptive information of Mr.
Ignacio Martín San Vicente whose appointment as Director
under the category of Executive Director is proposed to be
ratified by the Shareholders' General Meeting in the item six
of the Agenda; (9) the professional and biographical data and
other prescriptive information of Ms. Sonsoles Rubio Reinoso
whose appointment as Director under the category of External
Proprietary Director is proposed to be ratified by the
Shareholders' General Meeting in the item seven of the
Agenda; (10) the report regarding the item eight of the
Agenda of the Shareholders' General Meeting about the
proposal of amendment to the By-Laws; (11) the report
regarding the item nine of the Agenda of the Shareholders'
General Meeting about the proposal of amendment to the
Shareholders' General Meeting Regulations; (12) the Annual
Report about the Remuneration of the members of the Board of
Directors 2011 included in the item twelve of the Agenda;
(13) the report about the amendments to the Regulations of
the Board of Directors approved by the Board of Directors on
May 23, 2012; (14) the report regarding the execution by the
Board of Directors of the capital increase by means of a
scrip issue for the free-of-charge allocation of the ordinary
shares issued to the shareholders of the Company, approved by
the Shareholders' General Meeting of May 25, 2011 ("Gamesa
Flexible Dividend") as item six on the Agenda, and the
consequently amendment of article 4 of the By-Laws; (15) the
Annual Corporate Governance Report of 2011; (16) the annual
activities report of the Audit and Compliance Committee of
2011; (17) the sustainability report of
2011; (18) the shareholder's guide approved by the Board of
Directors at its meeting of May 23, 2012; and (19) the
model-form of assistance, proxy representation and distance
voting card. Additionally, the shareholders will have at
their disposal on the corporate website (www.gamesacorp.com)
the information related to the total number of shares and
voting rights at the date of the publication of the notice of
call.
Without prejudice to the foregoing, the shareholders have the
right to examine the following documents at the registered
office of the Company and to request that such documents be
delivered or sent to them without charge (which documents may
be sent by e-mail, with confirmation of receipt, if the
shareholder accepts such delivery): the individual and
consolidated annual financial statements and management
reports of Gamesa Corporación Tecnológica, Sociedad Anónima,
together with the corresponding auditor's reports, and the
proposed By-Laws and Shareholders' General Meeting
Regulations amendments and the mandatory directors' reports,
as well as the other documents that must be made available to
the shareholders in connection with the holding of this
Shareholders' General Meeting.
NOTICE. The present document is a translation of a duly approved document in Spanish- language, and it is only provided for informational purposes. Shall a discrepancy between the present translation and the original document in Spanish-language appear, the text of the original Spanish-language document shall always prevail.
According to article 520 of the Capital Companies Law, the
shareholders may request to the Board of Directors, on
writing until the seventh previous day to the date of the
Shareholders' General Meeting, or verbally during its
celebration, the clarifications that they may deem necessary
about the information available to the public that the
Company may have submitted to the National Securities Market
Commission (Comisión Nacional del Mercado de
Valores) from the celebration of the previous
Shareholders' General Meeting and about the auditor's
report.
In order to fulfil Article 539.2 of the Capital Companies
Law, from the publication of this call an Electronic
Shareholders' Forum will be put into operation on the website
of the Company. The regulations and the form that shall be
filled out are available on the website of the Company.
For further information regarding the Shareholders' General
Meeting, the shareholders may contact the
Shareholder's Office (Address: Parque Tecnológico de Bizkaia,
Edificio 222, 48170 Zamudio (Vizcaya, Spain)
/ Telephone: (34) 900 504 196 (hours: mornings from 9:00 a.m.
to 14:00 p.m.; afternoons from 16:00 p.m. to 18:00 p.m.;
Fridays from 9:00 a.m. to 14:30 p.m.) / E-mail:
info_accionista@gamesacorp.com)
IV.- Participation of a Notary Public in the Shareholders'
General Meeting
The Board of Directors will request the presence of a Notary
Public to prepare the Minutes of the
Shareholders' General Meeting.
V.- Personal data protection
The personal data that the shareholders provide to the
Company in order to exercise their rights to be informed, to
attend, to proxy and to vote at the Shareholders' General
Meeting or to grant proxies, or the personal data provided
for such purposes by the banks and securities companies and
agencies that are depositaries or custodians of the shares
held by such shareholders, shall be handled by the Company in
order to manage the development, compliance with and control
of the existing shareholding relationship (in particular, but
not limited, to the call to and holding of the Shareholders'
General Meeting). For such purposes, the data shall be
included in files for which Gamesa Corporación Tecnológica,
Sociedad Anónima is responsible. This data will be given to
the Notary Public exclusively fot the preparation of the
minutes of the Shareholders' General Meeting.
In every case and when legally applicable, the owner of the
data will be entitled to exercise the rights of access,
rectification, opposition and deletion of the data collected
by Gamesa Corporación Tecnológica, Sociedad Anónima. Such
rights may be exercised, on such terms and in compliance with
such requirements as are established by applicable law for
such purpose, by addressing a letter to Gamesa Corporación
Tecnológica, Sociedad Anónima, Parque Tecnológico de Bizkaia,
Ibaizabal Bidea, Edificio 222, 48170
Zamudio (Vizcaya, Spain).
If the shareholder includes personal data referring to other
individuals in the attendance, proxy and voting card, the
shareholder must inform them of the terms set forth in the
preceding paragraphs and comply with any other requirements
that may be applicable for the proper provision of the
personal data to the Company, without the Company having to
take any additional action.
The proceedings of the Shareholders' General Meeting shall be
recorded by audiovisual means in order to facilitate the
viewing and listening in on the Meeting and the appropriate
dissemination thereof. Such recording shall be retransmitted
and shall be available to the public on the Company's website
(www.gamesacorp.com). By entering to the venue of celebration
of the Shareholders' General Meeting, the assistant person
expresses its consent to the treatment through these channels
of its personal data.
NOTICE. The present document is a translation of a duly approved document in Spanish- language, and it is only provided for informational purposes. Shall a discrepancy between the present translation and the original document in Spanish-language appear, the text of the original Spanish-language document shall always prevail.
Although this notice contemplates two calls to Meeting, the
Board of Directors informs the shareholders that it is
expected that the Shareholders' General Meeting will be held
on second call on June 29, 2012, Friday, at 12:00 p.m. at the
Auditorium of the Building 101 (Barco Building) of the Parque
Tecnológico de Bizkaia, (Ibaizabal Bidea, Zamudio
(Vizcaya).
Zamudio (Vizcaya), May 25, 2012
Carlos Rodríguez-Quiroga Menéndez
The Secretary of the Board of Directors
NOTICE. The present document is a translation of a duly approved document in Spanish- language, and it is only provided for informational purposes. Shall a discrepancy between the present translation and the original document in Spanish-language appear, the text of the original Spanish-language document shall always prevail.
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