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 2013.
SECON
Review and approval of the distribution of earnings for the year ended 31 December 2013.
THIR
Analyse and, if applicable, approval amendment of section 1 of article 26 of the Articles of Association, relating to
number of Board members, in accordance with the provisions of article 285 of the
Ley de Sociedades de Capital
(the
“Companies Act”).
FOURTH.
Re-election and ratification, if applicable, of members of the Board of Directors.
4.1.
Re-election of
Mr Álvaro Cuervo García
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.
4.2.
Re-election of
Ms Rosa María García García
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.
4.3.
Re-election of
Mr Karel Lannoo
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.
4.4.
Re-election of
Mr Manuel Olivencia Ruiz
as a member of the Board of Directors for a four-year term as specified in
Article 38.1 of the Company’s Articles of Association.
4.5.
Re-election of
Ms Margarita Prat Rodrigo
as a member of the Board of Directors for a four-year term as specified in
Article 38.1 of the Company’s Articles of Association.
4.6.
Ratification as member of the Board of Directors of
Mr Ignacio Garralda Ruiz de Velasco
, appointed by the Board
of Directors via co-option on 27 February 2014, for a four-year term as specified in article 38.1 of the Company’s
Articles of Association.
4.7.
Ratification as member of the Board of Directors of
Mr Carlos Fernández González
, appointed by the Board of
Directors via co-option on 25 March 2014, for a four-year term as specified in article 38.1 of the Company’s Articles of
Association.
FITH.
Determination the number of members of the Board of Directors within the minimum and maximum number speci-
fied in article 26 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.
Approval of a medium-term remuneration scheme to be implemented by the Company and its subsidiaries for
members of the management team, including the executive directors, pursuant to article 219.1 of the Spanish
Companies Act.
NINTH.
Consultative vote on the Annual report on Director´s remuneration for 2013.
TENTH.
Delegation of powers to formalise, rectify, clarify, interpret, define, supplement, implement and execute as a deed
the adopted resolutions.
ELEVENTH.
AOB.
61
Ordinary General Shareholder’s Meeting Agenda 2014
Annual
Report 2013
BME
1...,51,52,53,54,55,56,57,58,59,60 62,63,64,65,66,67,68,69,70,71,...236