BOLSAS Y MERCADOS ESPAÑOLES, SOCIEDAD HOLDING DE MERCADOS Y
SISTEMAS FINANCIEROS, S.A.
ORDINARY GENERAL SHAREHOLDERS’MEETING
The Ordinary General Shareholder’s Meeting shall discuss the following:
AGENDA
FIRST
Review and, if applicable, approve of the financial statements (balance sheet, income statement, statement of
changes in equity, statement of cash flows and notes to the financial statements) and the management’ report of
Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A. and of its consolidated
Group, and the performance of the Board of Directors, for the year ended 31 December 2012.
SECOND
Review and, if applicable, approval of the distribution of earnings for the year ended 31 December 2012.
THIRD
Reduction, if applicable, of share capital by € 19,231,578.34 to refund contributions to shareholders by decreasing
the par value of each share by € 0.23, in accordance with Article 317 of the Companies Act (Ley de Sociedades de
Capital), with an appropriate amendment to article 5.1 of the Articles of Association..
FOURTH
Approval, as appropriate, of payment of an extraordinary dividend charged to unrestricted reserves, subject to the
approval of the distribution of earnings for 2012 and the reduction of share capital in items 2 and 3 on the Agenda.
FITH
Re-election and appointment of Board members, if appropriate:
5.1.
Reelección como miembro del Consejo de Administración de D. Joan Hortalá i Arau por el plazo estatutario de
cuatro años de conformidad con lo establecido en el artículo 38.1 de los Estatutos sociales.
5.2.
Re-election of Mr Ramiro Mato García-Ansorena as member of the Board of Directors for a four-year term as
specified in Article 38.1 of the Company’s Articles of Association.
5.3.
Re-election of Mr Tomás Muniesa Arantegui as member of the Board of Directors for a four-year term as speci-
fied in Article 38.1 of the Company’s Articles of Association.
5.4.
Re-election of Mr Antonio J. Zoido Martínez as a member of the Board of Directors for a four-year term as speci-
fied in Article 38.1 of the Company’s Articles of Association.
5.5.
Appointment of Mr Pablo Forero Calderon as a member of the Board of Directors for a four-year term as speci-
fied in Article 38.1 of the Company’s Articles of Association.
SIXTH
Approval of the Chairman’s remuneration pursuant to Article 40 of the Company’s Articles of Association.
SEVENTH
Approval of Directors’remuneration pursuant to Article 40 of the Company’s Articles of Association.
EIGHTH
Consultative vote on the Annual report on Director´s remuneration for 2012.
NINTH
Appointment of PricewaterhouseCoopers Auditores, S.L. as auditors of the accounts of Bolsas y Mercados Españoles,
Sociedad Holding de Mercados y Sistemas Financieros, S.A. and its consolidated Group for a period of three years,
pursuant to Article 264 of the Companies Act.
TENTH
Approval of the corporate website to adapt it to Article 11 bis of the Companies Act.
ELEVENTH
Delegation of powers to formalise, rectify, clarify, interpret, define, supplement, implement and execute as a deed
the adopted resolutions.
TWELFTH
Report to the General Shareholders’Meeting on the amendments made to the Board of Directors Regulations,
pursuant to Article 528 of the Companies Act.
THIRTEENTH
AOB.
53
Agenda for the General Shareholders´ Meeting
5
Annual
Report 2012
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