(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
ServicePointSolutions.net)
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.
Agenda
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 .
Information
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 (www.servicepoint.net).
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 juntasps@servicepoint.net, 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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