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Obrascon Huarte Lain (50ML)

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Tuesday 05 May, 2009

Obrascon Huarte Lain

General Shareholders Meeting

RNS Number : 7318R
Obrascon Huarte Lain, S.A.
05 May 2009
 



London Stock Exchange


Madrid, May 5th 2009


Ref.- Nofification of Significant Event: Ordinary General Shareholders' Meeting, Resolutions.

Dear Sirs;

The company, OBRASCON HUARTE LAIN, S.A. (OHL), in compliance with the provisions of the Securities Market Act, hereby reports the following Significant Event:

The Ordinary General Shareholders' Meeting, which was held today at first call, approved by majority vote the following RESOLUTIONS:


One.-     Approve the financial statements of the Company and of its consolidated group of companies, comprised of the Management Report, State of Changes in Equity, Cash Flow Statement, Balance Sheet and Income Statement and the notes thereto as of and for the year ended 31 December 2008.

Two.-    Approve the proposed application of results for 2008, totalling €55,401,774.30 in 
accordance with the following:

  • €17,727,695.42 Euros to Voluntary Reserves.

  • Distribution and payment of a total gross dividend of €37,674,078.88 charged against year-end earnings, which represents a gross dividend of 0.45257 euros per outstanding share. In the event that prior to the payment of the dividend is the number of treasury shares varies total outstanding capital, the gross dividend will be adjusted upward or downward as may be appropriate to assure a gross dividend per share of 0.45257 Euros.


  • The dividend will be distributed starting on 15 June 2009 though members of the Securities Registration, Clearance and Settlement System.


Three.-     Approve the performance of the Board of Directors during 2008.

Four.-    Reappoint Deloitte, S.L. as account auditors for OBRASCON HUARTE LAIN, S.A. and the Consolidated Group for the period of 1 January through 31 December 2009, in conformity with article 204 of the Spanish Corporations Act (LSA).

Five.-    Authorise, in conformity with article 75.1 of the Spanish Corporations Act, the Board of Directors to buyback the Company's own shares by any means allowed by law, either directly or indirectly through subsidiaries or affiliates, and up to the maximum legal limit. The authorisation is granted for a period of 18 months and the shares may be acquired for any price up to a maximum of 30 euros per share.

In conformity with article 75.1 of the LSA, treasury shares may be distributed among company employees or directors as part of a business plan or employee stock option plan as may have been duly enacted. 

Rescind the unused portion of the authorisation granted in the AGM of 20 May 2008.

Six.-    Pursuant to the report issued by the Board of Directors and compliance with article 144 of the Spanish Corporations Act (LSA), reduce the share capital of the company through the retirement of the treasury shares acquired under the Share Repurchase Programme approved in the meeting of the Board of Directors held on 10 October 2008 in conformity with EC 2273/2003. Specifically, the Board proposes retiring the treasury shares acquired by the Company through 5 May 2009, inclusive, the day scheduled for the Annual General Meeting of the shareholders on first call. The proposed resolution is for a maximum of 4,374,603 common shares which equals 5% of current share capital. The capital decrease will be carried out against the available reserves of the Company, allocating thereto, in compliance with article 167.3 of the Spanish Corporations Act, an amount equal to the par value of the retired shares up to a maximum of €2,624,761.80.


Empower, to such extent as required by law, the Board of Directors to execute the above resolution in one or more instances and establishing the date or dates for the enactment of the resolution within a maximum period of one year herefrom, and executing such public or private documents as may be required to legalise the amendments to article 5 of the Corporate Bylaws to reflect the new share capital figure following the retirement of the treasury shares referred to in this resolution.


Seven.-    Given the effective termination of the following directors on the date of the Annual General Meeting, 

    7.1. Reappoint Mr. Rafael Martín de Nicolás Cañas as a director of the Company for a period of 6 years.

It is duly noted that Mr. Martín de Nicolás is the Managing Director of the Company and, consequently, for legal purposes and pursuant to the principles and standards of Good Governance, he is considered as an executive director.

His professional biography is as follows:

Degree in Civil Engineering, PADE-IESE.  He has wide experience in the construction industry and has held various positions of responsibility within the OHL Group.

    7.2. Reappoint Mr. Jose Luis García-Villalba González as a director of the Company for a period of 6 years. Mr. García Villalba does not hold an executive position within the company and his appointment has not been proposed by any shareholder, but rather by the Appointments and Remunerations Committee. Consequently, for legal purposes and pursuant to the principles and standards of Good Governance, he is considered as an independent director.

His professional biography is as follows:

Degree in Civil Engineering.  He has wide experience in the construction industry and in infrastructure concessions. He was vice president of SEOPAN and of ASETA. He held the chair of the Business Administration Department of the Civil Engineering School of the Polytechnic University of Madrid for 14 years.

    7.3. Reappoint the company SAAREMA Inversiones, S.A. as a director of the Company for a period of 6 years. The appointment has not been proposed by any shareholder, but rather by the Appointments and Remunerations Committee. Consequently, for legal purposes and pursuant to the principles and standards of Good Governance, the company, as represented, is considered as an independent director.

    7.4. Reappoint Mr. Luis Solera Gutiérrez as a director of the Company for a period of 6 years. El Sr. Mr. Solera Gutiérrez does not hold an executive position within the company and his appointment has not been proposed by any shareholder, but rather by the Appointments and Remunerations Committee. Consequently, for legal purposes and pursuant to the principles and standards of Good Governance, he is considered as an independent director.

His professional biography is as follows:

Industrial Engineer. He has held numerous positions of responsibility in the services, mining, finance and real estate industries and has worked for 20 years in the information technologies and communications sector. He is currently honorary chairman of Tecnocom Telecomunicaciones y Energía, S.A., first vice president of Hotel Meliá Castilla and a member of the Board of Informes y Proyectos, S.A. (INYPSA)

    7.5. Reappoint Mr. Jaime Vega de Seoane y Azpilicueta as a director of the Company for a period of 6 years. Mr. Vega de Seoane does not hold an executive position within the company and his appointment has not been proposed by any shareholder, but rather by the Appointments and Remunerations Committee. Consequently, for legal purposes and pursuant to the principles and standards of Good Governance, he is considered as an independent director.

His professional biography is as follows:

Naval Engineer. He has led an outstanding executive career in commercial banking and is currently the Chairman of JVS Asociados, S.L. and a member of the board of Gas Natural SDG, S.A.


        7.6. Reappoint Mr. Juan-Miguel Villar Mir as a director of the Company for a period of 6 years. Mr. Villar Mir has been proposed by the shareholder Inmobiliaria EspacioS.A., a member of the Villar Mir Group, to represent the interests of the said shareholder. Consequently, for legal purposes and pursuant to the principles and standards of Good Governance, he is considered as an external nominee director representing Grupo Villar Mir.

His professional biography is as follows:

Doctorate in Civil Engineering (first in his class). Degree in law. Diploma in Industrial Organisation from the Economic Development Institute. Professor of business organisation with the Civil Engineering School of the Polytechnic University of Madrid and Prof. of accounting and legislation with the School of Public Works for the same University. He was the Vice President of Spain for Economic Matters and Minister of Finance in the first government of the monarchy during the time known as the transition. Outside of politics, he has held the position of CEO and Chairman of the Board for some of Spain's leading companies. He is currently the Chairman of Grupo Villar Mir, S.L.. He has also held important positions in the cultural and academic worlds, including president of the Secretary-General of the Official College of Civil Engineers, President of Fundación Agustín de Betancourt, Member of Honour of the Official College of Civil Engineers and member of the Royal Academy of Engineering and the Royal Academy of Economic and Financial Sciences.

        7.7. Reappoint Mr. Juan Villar-Mir de Fuentes as a director of the Company for a period of 6 years. Mr. Villar-Mir de Fuentes has been proposed by the shareholder Inmobiliaria EspacioS.A., a member of the Villar Mir Group, to represent the interests of the said shareholder. Consequently, for legal purposes and pursuant to the principles and standards of Good Governance, he is considered as an external nominee director representing Grupo Villar Mir.

His professional biography is as follows:

Degree in Economic and Business Sciences. He is the Vice Chairman and CEO of Inmobiliaria Espacio, S.A. and Grupo Villar Mir, S.L., Chairman and CEO of OHL Concesiones, S.L., Vice-Chairman of Fertiberia, S.A., Chairman of Cía. Agrícola Inmobiliaria Zaragozana (CAIZ, S.A.) and Chairman of Puerto SotograndeS.A.

        7.8. Reappoint Mr. Javier López Madrid as a director of the Company for a period of 6 years. Mr. López Madrid has been proposed by the shareholder Inmobiliaria EspacioS.A., a member of the Villar Mir Group, to represent the interests of the said shareholder. Consequently, for legal purposes and pursuant to the principles and standards of Good Governance, he is considered as an external nominee director representing Grupo Villar Mir.

His professional biography is as follows:

Attorney-at-law and Degree in Economic and Business Sciences. Managing Director of Grupo Villar Mir, Chairman and Founder of Tressis and of Financiera Siacapital.

        7.9. Reappoint Mr. Tomás García Madrid as a director of the Company for a period of 6 years. Mr. García Madrid has been proposed by the shareholder Inmobiliaria EspacioS.A., a member of the Villar Mir Group, to represent the interests of the said shareholder. Consequently, for legal purposes and pursuant to the principles and standards of Good Governance, he is considered as an external nominee director representing Grupo Villar Mir.

His professional biography is as follows:

Degree in Civil Engineering MBA-IESE. Managing Director of Grupo Villar Mir since 2002.

Eight.-    Approve the report on the remuneration received by the members of the Board of Directors issued by the Board in their meeting of 31 March 2009.

Nine.-    Approve the Explanatory Report issued by the Board of Directors in their meeting of 31 March 2009 in compliance with article 116 bis of the Security Market Act.

Ten.-    Expressly empower, to such extent as required by law, the Chairperson, Secretary and Vice secretary so that any one of them may severally appear before a Notary for the formalisation of the resolutions adopted and perform such actions as may be necessary for the registration thereof is the applicable registries and to execute the required deposit of the Financial Statements with the Mercantile Registry and issue such corrections or rectifications as may be required either orally or in writing, requesting, if required, the partial inscription thereof.

Similarly, empower the Board of Directors to issue such corrections or rectifications as may be required either orally or in writing to achieve the inscription in the Mercantile Registry of any resolutions so requiring.

Eleven.-    Approve the Minutes of the Annual General Meeting of Shareholders.


 

Yours Faithfully,


José María del Cuvillo Pemán

Vice-Secretary of the Board of Directors




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