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    MVC   ES0105122024

METROVACESA S.A.

(MVC)
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Metrovacesa S A : 29/03/2021 – Call for General Shareholders' Meeting

03/29/2021 | 03:04am EDT

METROVACESA S.A. ("Metrovacesa" or the "Company") in compliance with the provisions of article 227 of the revised text of the Spanish Securities Market Act approved by Royal Legislative Decree 4/2015 of 23 October, carries out the following

COMMUNICATION OF OTHER RELEVANT INFORMATION

The Board of Directors of Metrovacesa has resolved to call the Ordinary General Shareholders' Meeting to be held exclusively by remote means, which will be deemed to be held at the registered office, Parque Empresarial Vía Norte, C/ Quintanavides, 13, 28050 Madrid, at 12.00 hours, on 5 May 2021, on first call or, if the quorum required on that call is not reached, at 12.00 hours on 6 May 2021.

It is hereby stated that, as from the date of publication of the notice of call, the proposed resolutions of the Board of Directors to be adopted, if applicable, by the aforementioned General Shareholders' Meeting, the directors' reports on the items on the agenda of the General Shareholders' Meeting that so require, the Annual Financial Report for the year ended 31 December 2020, the auditors' reports for that year and the directors' statements of responsibility, as well as the documentation and information necessary for shareholders to access the Electronic Shareholders' Forum and the Rules on the right to attend and on proxy and voting by remote means of communication will be available for consultation on Metrovacesa's corporate website(www.metrovacesa.com).

Attached to this communication is the full text of the notice of the Ordinary General Shareholders' Meeting and the proposed resolutions for the different items on the agenda, including the proposed resolution to distribute dividends charged to available reserves (share premium) in the amount of 0.40 euros per share, which implies an approximate amount of 60.67 million euros.

Madrid, 29 March 2021

Metrovacesa, S.A.

INVITATION TO THE ORDINARY GENERAL SHAREHOLDERS' MEETING

OF METROVACESA, S.A.

TO BE HELD ON 5 AND 6 MAY 2021,

IN THE FIRST AND SECOND CALL, RESPECTIVELY

In accordance with the resolution adopted by the Board of Directors of Metrovacesa, S.A. (the "Company" or "Metrovacesa"), the Shareholders are hereby called to the Ordinary General Shareholders' Meeting to be held exclusively via remote means, being deemed to be held at the registered office, Parque Empresarial Vía Norte, C/ Quintanavides, 13, 28050 Madrid, at 12:00 hours on 5 May 2021 at first call or, if the necessary quorum is not reached in that meeting call, at 12:00 hours on 6 May 2021 at second call, to deliberate and decide on the business included in the following:

AGENDA

I. ITEMS FOR APPROVAL

One.-

Inspection and approval, when relevant, of the individual annual financial

statements of Metrovacesa, S.A. -balance sheet, profit and loss statement,

statement of changes in equity, cash flow statement and report- and the

consolidated annual financial statements corresponding to the FY closed on

31 December 2020, and the management reports of Metrovacesa, S.A., and

its consolidated group corresponding to the same FY.

Two.-

Examination and approval, if applicable, of the management and actions of

the Board of Directors during the financial year ended on 31 December 2020.

Three.-

Examination and approval, if applicable, of the proposal for the individual

appropriation of earnings corresponding to the financial year ended on 31

December 2020.

Four.-

Distribution of dividends out of available reserves.

Five.-

Re-election of the Company's and its consolidated group's financial auditors.

Six.-

Ratification of the appointment by co-option of Mr. Enrique Migoya Peláez

as member of the Board of Directors.

Seven.-

Approval of a new directors' remuneration policy.

Eight.-

Approval of a long-term incentive plan, including the delivery of shares,

aimed at certain executives and employees of Metrovacesa, S.A., including

the Managing Director.

Nine.-

Delegation of powers for the formalisation, recording, development,

interpretation, correction, and execution of the adopted resolutions.

II. ITEMS FOR ADVISORY VOTE

Ten.-

Advisory vote on the annual report on remuneration of the Board Members

corresponding to the FY closed on 31 December 2020.

HOLDING OF THE MEETING EXCLUSIVELY VIA REMOTE MEANS

In view of the evolution of the health crisis caused by COVID-19 and in accordance with the provisions of the eighth final disposition of Royal Decree-Law 5/2021, of 12 March, on extraordinary measures to support business solvency in response to the COVID-19 pandemic, which amends the Royal Decree-Law 34/2020, of 17 November, on urgent measures to support business solvency and the energy sector, and in tax matters, the Board of Directors of Metrovacesa, with the aim of safeguarding the general interests, the health and safety of the shareholders, employees and other persons involved in the preparation and holding of the General Meeting of Shareholders, and in accordance with the health regulations in force, has decided to call the General Meeting of Shareholders 2021 exclusively via remote means, that is, without the physical attendance of

shareholders or their representatives, guaranteeing at all times the exercise of the rights of all shareholders, as well as the identity and legitimacy of the shareholders and their representatives, and that all attendees may effectively participate in the meeting through means of remote communication under the applicable regulations, and to exercise the rights of intervention, information, proposal and vote that correspond to them.

For all appropriate purposes, the Ordinary General Meeting of Shareholders of Metrovacesa will be deemed held in the registered office, Parque Empresarial Vía Norte, C/ Quintanavides, 13, 28050 Madrid.

Specifically, in order to ensure the right of attendance of shareholders who wish to exercise their voting rights, the Board of Directors of Metrovacesa offers the possibility of participating in the meeting in each and every one of the following ways: (i) representation; (ii) voting by distance communication means and (iii) remote attendance and voting.

Finally, it is informed that the directors may attend the meeting, by audioconference or videoconference.

SUPPLEMENT TO THE MEETING NOTICE AND REASONED PROPOSALS OF

RESOLUTIONS

Shareholders who represent at least three percent of the share capital may request that a supplement to this meeting notice be published in order to include one or more items in the agenda, as long as the new items are accompanied by justification or, if applicable, a justified resolution proposal. This right must be exercised through certified notification, which will have to be received at the registered corporate address of the Company (Metrovacesa, S.A., Parque Empresarial Vía Norte, C/ Quintanavides, 13, 28050 Madrid) within five days following the publication of this meeting notice.

Likewise, shareholders who represent at least three percent of the share capital may, within the same period of five days following the publication of this meeting notice, present reasoned resolution proposals on matters that are already included or that should be included in the agenda in accordance with the provisions set forth in article 519.3 of the Corporate Enterprises Act.

The notification letter must record the name or corporate name of the requesting shareholder or shareholders, and the appropriate documentation will be attached - copyof the attendance, delegation, and distance voting card or certificate of registered shareholder - that proves the condition of shareholder, so that this information can be checked against the information provided by Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear), as well as against the content of the item(s) posed by the shareholder or the content of the proposal(s) made by the shareholder.

In the event that the shareholder poses a new item or items of the agenda, said shareholder may be required to accompany the proposal or proposals and the justifying report or reports of the proposals referenced in the items included in the supplement, in the events in which it may be legally necessary.

RIGHT TO INFORMATION AND CONSULTATION, DELIVERY OR TRANSMISSION

OF DOCUMENTATION

In accordance with the provisions set forth in article 518 of the Corporate Enterprises Act, as from publication of the announcement of the General Shareholders' Meeting, the following documents and information (among others) will be available to the shareholders, without interruption, through the Company's web page(www.metrovacesa.com):

  • - The complete text of the announcement of the Ordinary General Shareholders' Meeting.

  • - The total number of shares and voting rights on the date of the notice of the Ordinary General Shareholders' Meeting.

  • - The complete text of the proposals of resolutions to be adopted, if applicable, by the Ordinary General Shareholders' Meeting of the Company in relation to each one of the items included in the agenda, as well as justifications of the resolutions formulated by the Board of Directors.

  • - Annual Financial Report corresponding to the financial year ended on 31

    December 2020, which includes the individual and consolidated annual financial statements, the individual and consolidated management reports, the respective reports of the auditors of the accounts corresponding to that year, and the responsibility statements of the company directors.

  • - Annual Corporate Governance report corresponding to the FY closed on 31

    December 2020.

  • - Report on the external auditor's independence.

  • - Audit Committee Report on related transactions.

  • - Report on the Activities of the Audit Committee in 2020.

  • - Report on the Activities of the Appointments and Remuneration Committee in 2020.

  • - Annual Report on Sustainability.

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Metrovacesa SA published this content on 29 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2021 07:03:06 UTC.


© Publicnow 2021
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