Sunday, June 3, 2012

Ordinary and Extraordinary General Meeting of Shareholders of Service Point Solutions, SA

(Translated from Spanish to English using Google Translate; if you are fluent in Spanish and want to read the Spanish language version of this press release, visit

Hey, Barcelona Spain is an amazing city; beautiful weather, fun beaches, awesome architecture and incredibly interesting food. 

May 25, 2012. - The Board of Directors of Service Point Solutions SA (SPS) in accordance with legal and statutory regulations in force, has agreed to convene and Extraordinary General Meeting of shareholders to be held in Barcelona, the Princesa Sofia Hotel, Plaza Pio XII, 4, the 27th of June 2012 at 10:30 am on first call and on June 28, 2012, in the same place and time, on second call.

1. Review and where appropriate, approval of the Annual Accounts (Balance Sheet, Income Statement, Statement of Changes in Equity, Cash Flow Statement and Notes) individual SERVICE POINT SOLUTIONS, SA and the consolidated group, the corresponding management reports, application of results and management of the Board of Directors, all for the year ended December 31, 2011.

2. Appointment or reappointment as auditors of individual accounts and the consolidated group.

3. Resignation, appointment, reappointment and / or ratification of directors, after fixing their number within the statutorily provided minimum and maximum

4. Delegation to the Board of Directors, to be able to issue convertible bonds, with attribution of the power to exclude the preferential subscription rights and the power to ensure, where appropriate, conducted emissions, increase in capital amount necessary to cover the conversion.

5. Authorize the Board of Directors to acquire own shares directly or through subsidiaries.

6. Delegation to the Board of Directors, under Article 297.1.b) of the Companies Act Capital, the power to approve a capital increase in one or more times within a maximum period of 5 years and even as maximum amount equivalent to half the capital of the company at the time of authorization, to the extent that it may decide, with a forecast of incomplete subscription, delegating also, in accordance with the provisions of Article 506 of the Companies Act capital, the power to exclude the preferential subscription rights in respect of such share issues and the power to amend Article 5 of the Bylaws.

7. Amendment of Articles 6, 7, 8, 9, 10, 11, 13, 14, 16, 17, 22, 22-B and 27 of the Bylaws to adapt to the Companies Act Capital.

8. Amendment of the preamble and Articles 5, 7, 8, 9 and the 13th of the Rules of the General Meeting of Shareholders, and introduction of a new article, all for their adaptation to the Companies Act Capital.

9. Approval, in an advisory capacity to the report on the remuneration of the Directors of Service Point Solutions, SA the current year (2012) prepared by the Board of Directors

10. RevisióndelaremuneracióndelosmiembrosdelConsejodeAdministración. 11. Delegation of powers.

12. Any other business.

13. Reading and where appropriate, approve the minutes of the Board.

Supplement to the notice and submit proposals in accordance
Shareholders representing at least 5% of the share capital may request a supplement to the notice of General Meeting including one or more points on its agenda, provided that the new item is accompanied by a justification or, where appropriate, a settlement proposal justified and substantiated proposals agree on matters included or to be included in the agenda of the call. The exercise of these rights shall be made by notification which must be received at the registered office within five days of publication of this announcement, stating the names of shareholders who exercise the right to add and / or right proposals agreed, and the number of shares they hold, and the points to include in the agenda and / or proposed agreement, accompanied, if necessary, any documentation necessary or appropriate .


Pursuant to the provisions of the Companies Act Capital, Mr. shareholders may examine at the registered office and request free delivery by mail of the following documentation:

• Full text of the annual accounts, management report and the report of the Auditors for the year 2011 and the Consolidated Accounts and the Auditors' report for that financial year.

• Full text of the Directors' Report on items 4, 5, 6, 7, 8 and 9 on the agenda.

• Full text of the Report on the remuneration of the Directors of Service Point Solutions, Inc. the current year (2012).

Also available for inspection and obtained information regarding the General Meeting of Shareholders in the Company website (

Until the seventh day prior to the scheduled conclusion of the General Meeting, the Shareholders may ask any questions or requests for information or clarification regarding the items on the agenda or publicly available information that has been provided by the Company to the National Stock Exchange since the date of conclusion of the last General Meeting. During the celebration of the General Meeting, shareholders may verbally request the information or explanations they consider appropriate on the items on the agenda.
And also to comply with Article 539 of the Companies Act Capital, after the publication of this notice is provided an electronic forum on the website Shareholders of the Company. The operating rules of the Forum and the form must be completed to participate in it, are available on the website of the Company.

It has enabled the phone number 902 999 203 and email, in order to obtain or clarify any information related to this board.

Right to assistance and representation

Have the right to attend all Board Shareholders with at least five (5) days prior to that for the holding thereof, which are recorded in the registers of some of the Iberclear and are in possession of the attendance card to that effect shall be issued by the entity in which they have deposited their shares.
The Shareholders entitled to attend, be represented on the Board by another person, to be removed, either in the card issued by the depositaries of their shares or in another document specifically for this Board. A proxy may also be conferred by means of distance communication, fulfilling the requirements for exercising the right to vote at a distance as follows.

Remote Voting

The right to vote on proposals regarding items on the agenda may be made by the shareholder entitled to attend by mail, in which case the shareholder communication should have been notified to the Company between the date of notice General Meeting and no later than twenty-four hours a day immediately preceding the holding of the Board. To be valid, must fulfill the following requirements:

a) the manifestation of the manner of voting shall be given by introducing into the envelope, and sent to the Company, voting card stating clearly the identity of the shareholder, the number of shares that he holds the meaning of their vote in each of the items on the agenda, as well as his autograph.

b) If the shareholder had delegated their votes and postal utilizase representative for broadcast, the forecasts referred to in paragraph a) above must be met both in terms of the declaration of the shareholder and the statement of the representative.

* To avoid inconvenience to the Shareholders, it is noted the high likelihood that the Meeting is held on second call, on June 28, 2012 at 10:30 pm.

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