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Ordinary General Shareholder’s Meeting Agenda 2015

58

Annual Report 2014 BME

FIRST.

Review and, if appropriate, approve the financial state-

ments (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 consol-

idated Group, and the performance of the Board of

Directors, for the year ended 31 December 2014.

SECOND.

Review and approval of the distribution of earnings for

the year ended 31 December 2014.

THIRD.

Ratification, if appropriate, of members of the Board

of Directors.

3.1.

Ratification of

Mr Juan March Juan

as a member of

the Board of Directors, who was appointed by the

Board of Directors by co-option on 30 October

2014 for the four-year term stipulated in article

38.1 of the Articles of Association.

3.2.

Ratification of

Mr Santos Martínez-Conde y Gutiér-

rez-Barquín

as amember of the Board of Directors,

who was appointed by the Board of Directors by

co-option on 30 October 2014 for the four-year

term stipulated in article 38.1 of the Articles of

Association.

FOURTH.

Analyse and, if appropriate, approval of the amend-

ments to articles 5, 6, 10, 11, 12, 13, 14, 15, 17, 19,

20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 32, 34, 35, 36,

37, 38, 39, 40, 41, 42, 45 and 47, and the elimination

of article 48 of the Articles of Association pursuant

to article 285 of the Ley de Sociedades de Capital

(the “Companies Act”). Approval, if appropriate, of the

consolidated text of the Articles of Association.

4.1.

Amendment to article 5, relating to the share

capital and the shares, in order to improve its

wording.

4.2.

Amendment to article 6, relating to shareholder

rights, in order to improve its wording.

4.3.

Amendments to articles 10, 11, 12, 13, 14, 15, 17,

19, 20, 21, 22 and 23 of the Articles of Association,

relating to the organisation and operation of the

General Shareholders’ Meeting and the creation

of a new Chapter 2 of Title III of the Articles of

Association, under the heading “The General

Shareholders’ Meeting”, which will include articles

10 to 23, inclusive, of the Articles of Association,

to be brought into line with Law 31/2014, and to

improve its wording.

4.4.

Amendments to articles 24, 25, 26, 27, 28, 29,

30, 32, 34, 35, 36 and 37 of the Articles of Asso-

ciation relating to the Board of Directors, the

positions in this corporate body and its commit-

tees, to be brought into line with Law 31/2014

and to improve its wording.

4.5.

Amendments to articles 38, 39 and 40 of the

Articles of Association relating to the rules

governing directors, to be brought into line with

Law 31/2014 and to improve its wording.

4.6.

Amendments to articles 41 and 42 included in

section 5 of Title III of the Articles of Associa-

tion, relating to annual corporate governance

reports, directors’ remuneration reports and the

corporate website, and the subsequent amend-

ment to the heading of section 5, which will now

be entitled

“Annual corporate governance reports

and directors’ remuneration reports. The corpo-

rate website”

, to be brought into line with Law

31/2014 and to improve its wording.

4.7.

Amendment to article 45, relating to the distri-

bution of dividends, in order to improve its

wording.

4.8.

Amendment to article 47 and the elimination

of article 48, relating to the liquidation of the

Company, in order to improve its wording.

4.9.

Approval of the consolidated text of the Articles

of Association.

FIFTH.

Analyse and, if appropriate, approval of the amend-

ments to all articles of the General Shareholders’

Meeting Regulations, with the exception of articles 1

to 4 and articles 15, 21, 22 and 24 which are renum-

bered, to bring them into line with that set forth in

Law 31/2014, to restructure their content and to

improve its wording. Approval, if appropriate, of

the consolidated text of the General Shareholders’

Meeting Regulations. All in accordance with that set

forth in article 512 of the

Ley de Sociedades de Capital

(the “Companies Act”).

SIXTH.

Establishment of the maximum annual remunera-

tion of all directors acting as such, in accordance with

article 217.3 of the

Ley de Sociedades de Capital

(the

“Companies Act”).

SEVENTH.

Consultative vote on the Annual report on Director´s

remuneration for 2014.

EIGHTH.

Authorisation for the Board of Directors, if appropriate,

to implement the derivative acquisition of treasury

shares, directly or throughGroup companies, pursuant

to article 146 of the

Ley de Sociedades de Capital

(the

“Companies Act”), establishing the limits and require-

ments for these acquisitions and delegating to the

Board of Directors the necessary powers to execute

the resolutions passed by the Shareholders’ Meeting

in this respect.

NINTH.

Delegation of powers to formalise, rectify, clarify, inter-

pret, define, supplement, implement and execute as a

deed the adopted resolutions.

TENTH.

Report to the General Shareholders’ Meeting on the

amendments included in the Board of Directors Regu-

lations, pursuant to article 528 of the

Ley de Sociedades

de Capital

(the “Companies Act”).

ELEVENTH.

AOB.

BOLSAS Y MERCADOS ESPAÑOLES, SOCIEDAD HOLDING

DE MERCADOS Y SISTEMAS FINANCIEROS, S.A.

The Ordinary General Shareholders’ Meeting will discuss the following

AGENDA