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5
Notification
date
Total direct shares
acquired
Total indirect shares
acquired
Total % of share capital
-
-
-
-
A.9
Detail the conditions and duration of the current mandate of the Shareholders' Meeting to the
Board of Directors to issue, re-purchase or transfer treasury shares.
The resolution in force in this area was that adopted by the 2010 Ordinary General Shareholders’
Meeting, applicable until 2015, whose content is as follows:
The Company is authorised, directly or through any of its Group companies, to acquire own
shares, and such shares may subsequently be disposed of, establishing the limits and
requirements of these transactions, while granting the Board of Directors the powers necessary
to execute the resolutions reached by the Shareholders' Meeting in this regard.
Consequently, the Company is authorised, directly or through any of its subsidiaries, to acquire
shares by any means allowed by Law, even with a charge to profits for the year and/or
unrestricted reserves, and such shares may subsequently be disposed of, in accordance the
legislation in force, while granting the Board of Directors the powers necessary to execute the
resolutions reached by the GSM in this regard.
The following system is established for the acquisition of own shares:
−
The par value of the acquired shares, which will be added to those already owned by the
Company and its subsidiaries, should not exceed the authorised legal limit at any given
time.
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The acquisition, including all the shares that the Company or anyone acting in its
representation may have previously acquired or held in a portfolio, should not cause the
Company's equity to be less than its share capital plus the restricted legal and by-law
reserves. For this purpose, equity is considered to be the amount deemed as such in
accordance with the criteria used to prepare the annual accounts, minus the profits
allocated directly to said equity, plus the amount of uncalled share capital, and the par
value and the share premium of the subscribed share capital that is being recorded as a
liability for accounting purposes.
−
The shares acquired must be paid in full.
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The acquisition price will neither be less than the par value nor exceed the quoted
market value by 20 per cent (20%), and the acquisition transactions must abide by the
regulations and customs of the stock markets.
It is expressly authorised that the shares acquired by the Company or its subsidiaries by virtue
of this authorisation may be allocated, wholly or partially, for their delivery to beneficiaries of
future remuneration schemes, or that they are the consequence of the exercise of share options
in favour of Company workers, employees or directors.
The Board of Directors is empowered, in the broadest sense, to use the authorisation forming
the subject matter of this resolution and to fully execute and develop it. Furthermore, the Board
of Directors is authorised to delegate such powers to the Executive Committee, the Chief
Executive Officer or any other person expressly empowered by the Board in this respect and to
the extent considered appropriate.
This authorisation will be granted for five (5) years from the date on which it was approved at
this General Meeting, and any unexecuted authorisation granted to the Board of Directors by the
General Shareholders’ Meeting held on 25 March 2009 will have no effect.
A.10
Indicate whether there are any restrictions on the transferability of securities and/or any
restrictions on voting rights. In particular, the existence of any type of restrictions which may
hinder the taking of control of the Company through the acquisition of its shares on the market
will be notified.