EUSKALTEL, S.A.(Euskaltel or the Company), in accordance with the provisions of Article 227 of the revised text of the Securities Market Act approved by Royal Legislative Decree 4/2015 of 23 October, hereby notifies the followingOTHER RELEVANT INFORMATION
The Annual General Shareholders' Meeting of Euskaltel, S.A. held on first call today, with a quorum of 87,96% of its share capital, has approved, by an ample majority of votes, the following resolutions.
Pursuant Article 525 of the Spanish Companies Act and within the legally established period, details of voting results by resolution adopted may be consulted on the Company's website.
Items relating to the annual accounts, company management and the statutory auditor
1. Examination and approval of the individual annual accounts of Euskaltel and the consolidated annual accounts of Euskaltel and subsidiaries for the financial year ended 31 December 2019.
2. Examination and approval of the individual management report of Euskaltel and the consolidated management report of Euskaltel and subsidiaries for the financial year ended 31 December 2019.
3. Examination and approval of the Consolidated Statement of Non-Financial Information of Euskaltel and subsidiaries for the financial year ended 31 December 2019.
4. Examination and approval of company management and of the activities of Euskaltel's
Board of Directors during the financial year ended 31 December 2019.
5. Re-election of KPMG Auditores, S.L. as auditor of the individual annual accounts of Euskaltel and as auditor of the annual accounts of the consolidated group made up of Euskaltel and subsidiaries for the 2020 financial year.
Items relating to the amendment of the Bylaws and the Regulations of the General Meeting of Shareholders
6. Amendment of the Bylaws and the Regulations of the General Meeting of Shareholders
Amendment of articles 28, 31 and 38 of the Bylaws of EUSKALTEL, S.A. relating to the text of the call to the General Meeting of Shareholders, the place for holding the meeting and absentee voting and amendment of the internal Regulations of the General Meeting of Shareholders.
6.2.Amendment of article 62.3 of the Bylaws ("Remuneration of Non-Executive Directorsif appointed Chair of the Board of Directors").
6.3. Amendment of article 65bisof the Bylaws ("Strategy Committee").
6.4. Amendment of articles 45,62, 63, 64, 65 and new article 65 ter of the Bylaws, separation of the Appointments and Remuneration Committee into two Committees, the Appointments Committee and the Remuneration Committee.
Items relating to the composition of the Board of Directors
7.Setting of the number of members of Euskaltel's Board of Directors at eleven (11)directors.
8. Re-election of Kartera 1, S.L. as Proprietary Director represented by Ms Alicia Vivanco González for the bylaw-mandated 4-year term.
9. Ratification of the interim appointment (co-option) and election of Mr Xabier Iturbe as External Director.
Items relating to shareholder remuneration and director remuneration
10. Approval of the proposed application of results of Euskaltel and distribution of
dividends for the financial year ended 31 December 2019.
11. Approval of the annual maximum overall amount of remuneration of the Board of Directors.
12. Approval of the application of the Special Plan 2020-2022.
13. Approval of the Director Remuneration Policy for financial years 2019, 2020 and 2021.
Items relating to the express authorisations and delegations that are requested
Authorisation of the Board of Directors, pursuant to the provisions of section 297.1.b) of the Corporate Enterprises Act, such that, within a maximum term of five years, and if it so deems appropriate, it may increase the share capital by up to one-half of the current share capital, on one or more occasions and at the time and in the amount it deems appropriate, with the power to exclude pre-emptive rights, up to a limit of 10% of capital at the time of the delegation pursuant to article 13 of the Bylaws. Delegation of powers to the Board of Directors, with express power of substitution, including, among others, the power to amend article 6 of the Bylaws governing share capital.
Renewal of the authorisation given to the Board of Directors by the shareholders acting at the General Meeting of Shareholders held on 27 June 2016, with express powers of substitution, for a period of 5 years, to issue simple debentures or bonds, notes and other fixed income securities of a similar nature, not convertible into new shares of the Company or exchangeable for outstanding shares of the Company, as well as preferred shares, with a maximum limit of 600 million euros, in accordance with the Resolution adopted at the Annual General Meeting of Shareholders of Euskaltel, S.A. on 1 June 2018. Authorisation for the Company to be able to guarantee the new issues of securities by the subsidiaries up to the foregoing limit.
Item relating to general matters
Delegation of powers to formalise and implement all resolutions adopted by the shareholders at the General Meeting, for conversion thereof into a public instrument, and for the interpretation, correction and supplementation thereof, further elaboration thereon, and registration thereof, and to carry out the mandatory filing of accounts.
Item of a consultative nature
Consultative vote regarding the Annual Director Remuneration Report for the financial year ended 31 December 2019.
Derio, June 2, 2020.
EUSKALTEL, S.A. José Ortiz Martínez
Secretario no Consejero del Consejo de Administración